SIMS LIMITED — AGM Information 2007

Oct 18, 2007

==> picture [85 x 84] intentionally omitted <==

19 October 2007

Announcements Officer Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Level 6 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com

Sims Group Limited ABN 69 114 838 630

Notice of Annual General Meeting

In accordance with the Listing Rules, I attach the following documents which will be despatched to shareholders today:

• Letter to shareholders.

• Notice of 2007 Annual General Meeting (NOM) and Proxy Form.

• Please note that on page 4 of the NOM Mr Iwanaga is incorrectly referred to as an Executive Director, whereas he is a Non-Executive Director as correctly specified in Resolution 2.3 itself and the Proxy Form.

• The Company’s 2007 Annual Report (to follow), to be despatched to those shareholders who have elected in writing to receive a paper copy.

Yours sincerely,

==> picture [107 x 23] intentionally omitted <==

Frank Moratti Company Secretary

METAL RECYCLING MANUFACTURING ALUMINIUM ENERGY INTERNATIONAL STEEL PLASTICS INDUSTRIAL RECYCLING SOLUTIONS

==> picture [184 x 67] intentionally omitted <==

000001 000 SGM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [101 x 24] intentionally omitted <==

All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 web.queries@computershare.com.au www.computershare.com

I1234567890

==> picture [482 x 415] intentionally omitted <==

SGM_PROXY_170833/000001/000002

==> picture [596 x 39] intentionally omitted <==

NotICE of 2007 ANNuAl GENERAl MEEtING

SIMS GROUP LIMITED ABN 69 114 838 630

Notice is hereby given that the Annual General Meeting of the shareholders of Sims Group Limited (the Company) will be held in the James Cook Ballroom, Hotel Inter-Continental, 117 Macquarie Street, Sydney NSW on Wednesday 21 November 2007 at 11:00am.

Business:

1. Accounts and Reports

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2007 and the related Directors’ Report, Directors’ Declaration and Auditor’s Report.

2. Re-election of Directors

2.1 Mr Ross Cunningham

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Ross Cunningham, who retires by rotation at the Annual General Meeting in accordance with the Company’s Constitution and the ASX Listing Rules, be re-elected as an Executive Director of the Company.”

2.2 Mr Christopher Renwick

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Christopher Renwick, who, having been appointed as an additional Director since the last Annual General Meeting, retires at the Annual General Meeting in accordance with the Company’s Constitution and the ASX Listing Rules, be re-elected as a Non-Executive Director of the Company.”

2.3 Mr Mike Iwanaga

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Mike Iwanaga, who, having been appointed as an additional Director since the last Annual General Meeting, retires at the Annual General Meeting in accordance with the Company’s Constitution and the ASX Listing Rules, be re-elected as a Non-Executive Director of the Company.”

2.4 Mr Geoffrey Brunsdon

Mr Geoffrey Brunsdon, who retires by rotation at the Annual General Meeting in accordance with the Company’s Constitution and the ASX Listing Rules, has informed the Company that he will not be standing for re-election.

2.5 Dr Robert Every

Dr Robert Every has informed the Company that he will be retiring at the conclusion of the Annual General Meeting.

2

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

3. Approval of amendments to Constitution in relation to Hugo Neu Corporation

To consider and, if thought fit, pass the following resolution as a special resolution:

“That the Constitution of the Company be amended in the manner set out in Annexure A of this Notice of Meeting.”

4. Approval of amendments to Constitution in relation to Mitsui & Co.

To consider and, if thought fit, pass the following resolution as a special resolution:

“That the Constitution of the Company be amended in the manner set out in Annexure B of this Notice of Meeting.”

5. Remuneration of Non-Executive Directors:

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That in accordance with clause 21.1(a) of the Company’s Constitution and ASX Listing Rule 10.17, the maximum aggregate cash remuneration which may be paid to Directors (other than Executive Directors) for services rendered as Directors is increased by $1,000,000 from $1,500,000 to $2,500,000 per annum.”

6. Participation in the Sims Group Long Term Incentive Plan by Mr Jeremy Sutcliffe

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That approval is given for the purposes of ASX Listing Rule 10.14 for Mr Jeremy Sutcliffe, the Group Chief Executive, to have issued to him, effective 25 September 2007, 224,534 performance rights, and the issue of any Sims Group Limited ordinary shares upon the exercise of those performance rights, in the Company under the terms of the Sims Group Long Term Incentive Plan as described in the Explanatory Memorandum to this Notice of Meeting.”

7. Participation in the Sims Group Long Term Incentive Plan by Mr Ross Cunningham

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That approval is given for the purposes of ASX Listing Rule 10.14 for Mr Ross Cunningham, Executive Director, to have issued to him, effective 25 September 2007, 66,847 performance rights, and the issue of any Sims Group Limited ordinary shares upon the exercise of those performance rights, in the Company under the terms of the Sims Group Long Term Incentive Plan as described in the Explanatory Memorandum to this Notice of Meeting.”

8. Remuneration Report

To consider and, if thought fit, pass the following resolution as a non- binding ordinary resolution:

“That the Remuneration Report for the year ended 30 June 2007 (as set out in the Directors’ Report) is adopted.”

By order of the Board

Frank Moratti Company Secretary 18 October 2007

3

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

Voting Exclusion Statement

The Company will disregard any votes cast on resolution 5 by the directors and any associates of the directors.

However, the Company need not disregard such a vote if:

• :: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• :: it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will disregard any votes cast on resolution 6 or resolution 7 by any director (other than a director who is ineligible to participate in any employee incentive scheme of the Company) and any associate of such a director.

However, the Company need not disregard such a vote if:

• :: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• :: it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Entitlements

For the purpose of the Corporations Act, the Company has determined that all securities of the Company that are quoted securities at 7.00pm Australian Eastern Standard Time on Monday 19 November 2007 will be taken, for the purpose of the Meeting, to be held by the persons who held them at the time.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.

The Proxy Form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at Level 2, 60 Carrington Street, Sydney NSW 2000 (or by mail to GPO Box 242 Melbourne VIC 3001) or at the Company’s Registered Office, Level 6, 41 McLaren Street, North Sydney NSW 2060 (or by mail to GPO Box 4155 Sydney NSW 2001), or by facsimile to Computershare on (03) 9473 2118 or to the Company on (02) 9954 9680.

To be effective, proxies must be lodged by 11.00am (Sydney time) on Monday, 19 November 2007. Proxies lodged after this time will be invalid.

4

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

EXPLANATORY MEMORANDUM FOR 2007 ANNUAL GENERAL MEETING

Ordinary Resolution 2 in relation to re-election of Directors

Ross Cunningham, B.Sc. (Metallurgy), MBA (age 62)

Ross Cunningham retires by rotation and, being eligible, offers himself for re-election as an Executive Director.

Mr Cunningham was appointed to the Board in 1984. He is a member of the Finance & Investment Committee. He is a Fellow of the Australian Institute of Company Directors. Mr Cunningham joined the Company in 1967 and has held various senior positions in Australia and South East Asia including General Manager NSW and General Manager Finance & Administration. He is currently Executive Director Group Finance and Strategy and is a Director of other Sims Group Limited subsidiaries and associated companies.

The Directors (with Mr Cunningham abstaining) recommend you vote in favour of this Resolution.

Chris Renwick AM, fAIM, fAIE, ftSE - BA, llB (age 65)

Mr Renwick was appointed by the Directors as an Independent Non-Executive Director on 12 June 2007 and retires as required by clause 19.4(b) of the Company’s Constitution and, being eligible, offers himself for re-election as an Independent Non- Executive Director. Mr Renwick is a member of the Risk & Audit Committee and the Finance & Investment Committee. He was employed with the Rio Tinto group for over 35 years rising, in 1997, to Chief Executive, Rio Tinto Iron Ore, a position he held until his retirement in 2004. M Renwick is the Chairman and a Director of Coal and Allied Industries Limited, and a Director of Downer EDI Limited and Transurban Limited.

The Directors (with Mr Renwick abstaining) recommend you vote in favour of this Resolution.

Mike Iwanaga, Bachelor of liberal Arts (age 67)

Mr Iwanaga was appointed by the Directors as a Non- Executive Director on 12 June 2007 and retires as required by clause 19.4(b) of the Company’s Constitution and, being eligible, offers himself for re-election as an Executive Director. Mr Iwanaga is a member of the Safety, Health, Environment & Community Committee, Risk & Audit Committee and Nomination Committee. He is a member of the Australia & New Zealand Chamber of Commerce in Japan. He Joined Mitsui & Co., Ltd in 1963 and worked in various divisions of that company culminating in his appointment, in 1999, as President & Managing Director, Mitsui Iron Ore Development, a position he held until his retirement in 2005.

The Directors (with Mr Iwanaga abstaining) recommend you vote in favour of this Resolution.

Special Resolutions 3 and 4 in relation to amendments to the Sims Group Constitution

The Directors are proposing Special Resolutions 3 and 4 to amend the Constitution of Sims Group Limited in the manner set out in Annexures A and B respectively to this Notice of Meeting, and for the reasons explained below.

When the Company acquired substantially all of the recycling operations of Hugo Neu Corporation (‘HNC’) in October 2005, HNC was granted certain rights to nominate two directors to the Board of the Company for as long as HNC held at least 15% of the ordinary shares on issue in the Company or one director if it held between 5 and 15% of the Company’s issued ordinary shares (‘Rights’). These Rights were enshrined in the Constitution of the Company at that time.

On 2 April 2007, the Company was advised that HNC had entered into an agreement to sell ordinary shares in the Company held by it representing 19.9% of the Company’s issued capital to a related company of Mitsui & Co., Ltd (‘Mitsui’). The Company was subsequently advised that this sale was completed on 6 June 2007, and Mr John Neu resigned as a director of the Company on that date.

The Board of the Company agreed with Mitsui to recommend to shareholders to vote in favour of a special resolution to be put to shareholders at the Company’s 2007 Annual General Meeting, which would amend the Company’s Constitution to enshrine certain director nomination rights in favour of Mitsui (which are summarised below) and remove the Rights previously granted to HNC.

5

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

It is proposed that Mitsui be granted the following director nomination rights:

• (a) the right to nominate 2 persons as Directors (at least one of whom is not an associate of Mitsui, the ‘Independent Nominee’) if it has an aggregate relevant interest in at least 15% of the Company’s issued ordinary shares (subject to the provisions described below in relation to a Dilutive Issue); and

• (b) the right to nominate one person as a Director if it has an aggregate relevant interest in at least 5% of the Company’s issued ordinary shares.

In the context of these nomination rights, the term ‘associate’ means a director of any member of the Mitsui Group or any entity which controls a member of the Mitsui Group, or if any member of the Mitsui Group is controlled by an entity that is not a body corporate, each of the persons making up the controlling entity, any spouse, de facto, parent or children of any person within this definition already listed and any person who has a direct or indirect financial interest in a member of the Mitsui Group or a controller of a member of the Mitsui Group.

The Mitsui Group may remove a Mitsui Group nominee (other than an Independent Nominee) at any time and may not nominate any person a Director if that person has been removed or, being a director retiring by rotation, is not re-elected, by resolution of members. When an Independent Nominee is due to retire by rotation, the Mitsui Group may nominate another person and the Independent Nominee will not be able to offer him or herself for re-election.

Subject to the approval of the Company’s Nomination Committee, acting reasonably, the Directors shall appoint a Mitsui Group nominee as a Director (unless the Directors reasonably believe they would be in breach of their duties as Directors if they made such an appointment).

If a Director nominated by the Mitsui Group is removed or fails to be re-elected by resolution of members, for any reason, the Mitsui Group may nominate another nominee in that person’s place and neither the Directors nor the Company’s members in general meeting may appoint a successor who is not a nominee of the Mitsui Group.

On 25 September 2007, the Company announced that it had entered into an agreement to merge (‘Merger’) with NYSE listed Metal Management, Inc. (‘MMI’). If the Merger is satisfactorily concluded (currently anticipated to be in the first quarter of calendar 2008), then Mitsui is expected to end up holding less than 15% of the ordinary shares on issue in the combined group. Therefore, the Company has agreed that Mitsui will retain its director appointment rights (subject to it maintaining a minimum ownership level in the combined group of 15%) but that if Mitsui’s interest in the Company falls below 15% due to a ‘Dilutive Issue’, then its director appointment rights will continue for 12 months from the most recent such Dilutive Issue, by which time Mitsui must have at least a 15% shareholding or it will lose its director nomination rights.

In this context, a ‘Dilutive Issue’ means one or more issues of ordinary shares by the Company:

• (a) to a third party as consideration for the acquisition by the Company from that third party of an asset, business or security;

• (b) by way of pro rata issues to all members (including under dividend reinvestment plans);

• (c) under employee incentive plans or remuneration arrangements for employees and / or officers of the Company; or

• (d) under a share purchase plan.

The proposed amendments to the Sims Group Constitution include:

• (a) deleting the nomination rights currently afforded to HNC. This is to be effected through Resolution 3. To be effective, this resolution must be approved by HNC (if HNC is still a shareholder in the Company); and

• (b) inserting a new clause 19.6A granting Mitsui the right to nominate two directors as explained above. This is to be effected through Resolution 4.

The Directors believe that the above proposed amendments are necessary to properly enshrine the rights of Mitsui in the Company’s Constitution.

6

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

Further, if the Merger is satisfactorily concluded, the initial combined Board of the Company will comprise seven existing Sims Group Directors (two of whom are appointed by Mitsui) and five existing MMI Directors. Therefore, it is proposed that two further amendments to the Sims Group Constitution be made, namely:

• (a) deleting clause 19.1, which states that the number of Directors must not be less than 3 nor more than 9 (whilst HNC was entitled to nominate a Director), and replacing it with a new clause 19.1 which will state that the number of Directors must not be less than 6 nor more than the number determined by the Directors from time to time (this amendment is part of Resolution 3); and

• (b) deleting clause 25.7, which states that the number of Directors necessary to constitute a quorum for a meeting of Directors is, unless otherwise determined by the Directors, 2 and replacing it with a new clause 25.7 which will state that the number of Directors necessary to constitute a quorum will be 5 (this amendment is part of Resolution 4).

The Directors believe that the above proposed further amendments are necessary to ensure that the appropriate size, and operation, of the Board is recognised in the Constitution in light of the proposed Merger.

The Directors recommend you vote in favour of Resolution 3.

The Directors (with Mr Iwanaga and Mr Renwick abstaining) recommend you vote in favour of Resolution 4.

Ordinary Resolution 5 in relation to the Remuneration of Non-Executive Directors

Clause 21.1(a) of the Company’s Constitution provides that, subject to clause 21.3 of the Constitution and the Listing Rules, the Company in general meeting may from time to time determine the maximum aggregate cash remuneration (‘Remuneration’) to be paid to the Directors for services rendered as Directors. Until a different amount is determined, the Remuneration is $1,500,000 per annum. Remuneration excludes any remuneration payable to any Director under any executive service contract with the Company or a Related Body Corporate.

Clause 21.3 (c) of the Company’s Constitution provides the total Directors’ fees payable to Directors must not be increased without the Members in general meeting first giving their approval. Further, ASX Limited Listing Rule 10.17 provides that a listed company must not, without shareholder approval, increase the total amount of Non-Executive Directors’ fees.

The present maximum Remuneration amount of $1,500,000 per annum was set on 17 November 2006, following the resolution of shareholders at the Annual General Meeting of the Company. Following the sale, in June 2007, by HNC of a 19.9% interest in the Company to Mitsui, the Board appointed an additional Non-Executive Director plus a Non-Executive Director to replace Mr John Neu (who was not previously paid director fees) to the Board. This, coupled with a general increase in fees as at 1 July 2007 following market comparisons with ASX companies of similar market capitalisation and given the nature and complexity of the Company’s geographically wide-spread operations, has led to Non-Executive Directors’ fees currently being $393,800 per annum for the Chairman and $170,610 per annum for each Non-Executive Director, or an aggregate amount payable (in respect of the Chairman and six Non-Executive Directors) of $1,417,460 per annum.

The Company proposes to increase the maximum aggregate Remuneration which may be paid to Directors (other than Executive Directors) by $1,000,000 from $1,500,000 per annum to $2,500,000 per annum. The reason for requesting an increase in the maximum amount payable is that, if the proposed Merger with MMI (as detailed in the Explanatory Notes to Resolutions 3 and 4 above) proceeds to closing, then four new Non-Executive Directors to be designated by MMI will be elected or appointed to the Sims Group Board. This will result (following the decision by each of Messrs Brunsdon and Every to retire at the Meeting) in a Board comprised of twelve Directors, including nine Non-Executive Directors. Further, it has also been agreed with the Board of MMI that, subject to closing of the Merger and the passing of this Resolution, Non-Executive Directors be paid:

• (a) base remuneration of $170,610 per annum, consistent with that currently paid to Non-Executive Directors (other than the Chairman); and

• (b) additional remuneration of $60,000 per annum for the Director serving as chairman of the Risk & Audit Committee, and additional remuneration of $30,000 per annum for each Director serving as chairman of the Finance & Investment Committee, Remuneration Committee, Safety, Health, Environment & Community Committee and Integration Committee, in recognition of the additional responsibility and diligence that will be required of chairmen of Committees of a much expanded combined Company going forward including being subject to certain U.S. federal securities law reporting obligations and Sarbanes-Oxley requirements.

7

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

Non-Executive Directors will not be paid additional fees for sitting on Committees and attending Committee meetings where applicable. The Non-Executive Directors will, unless otherwise agreed with the Company, not be paid extra for additional services provided for the benefit of the Company throughout the year, nor for time spent in visiting the Company’s operations or attending Board and Strategy meetings throughout Australia and overseas.

If the proposed Merger proceeds, it is anticipated that the aggregate amount payable (in respect of the Chairman and eight Non-Executive Directors) will be just under $2,000,000 per annum. Increasing the maximum amount payable to $2,500,000 per annum will provide the Board with flexibility for the future, including if there is any increase in the number of Non-Executive Directors or in the base fees payable. However, it is anticipated that the number of Non-Executive Directors will, in accordance with the Merger proposal, reduce over time, so the Company does not expect that it will need to seek an increase in the maximum amount payable for the foreseeable future.

As it is a term of the Merger that four current MMI directors become Non Executive Directors of the Company, if this resolution is not passed by the requisite majority then either the Company or MMI can terminate the Merger prior to the Merger completing.

As the Non-Executive Directors have a personal interest in Resolution 5, they make no recommendation in respect of it. The Executive Directors recommend you vote in favour of this Resolution.

Ordinary Resolution 6 in respect of participation in the Sims Group Long Term Incentive Plan (Plan) by Mr Jeremy Sutcliffe

Under ASX Listing Rule 10.14, the Company must not permit a director of the Company to acquire securities under the Plan without shareholder approval.

Mr Sutcliffe is currently the Group Chief Executive. Under the terms of the Merger with MMI, it is anticipated that the current CEO of MMI, Mr Daniel Dienst, will become Group Chief Executive of the combined group upon completion of the Merger. At such time, Mr Sutcliffe would become an Executive Director with responsibility for European and Australasian metal recycling operations and for Sims Recycling Solutions. The Board (with Mr Sutcliffe absent and not voting) believes it is appropriate that Mr Sutcliffe be entitled to be granted performance rights, and the issue of any Sims Group Limited ordinary shares upon the exercise of those performance rights (collectively ‘Equity Rights’), subject to the performance hurdles described below, under the Plan.

The Board believes that the issue of Equity Rights pursuant to the Plan will complete the Company’s remuneration strategy for the Group Chief Executive, which involves total fixed remuneration (base salary, superannuation and other benefits), a short-term incentive and a long term incentive as set out in the Company’s Annual Report. Mr Sutcliffe can earn up to 100% of his total fixed remuneration by way of long term incentive. Mr Sutcliffe is entitled to participate in the Plan.

The following additional information is provided to shareholders:

• (a) 224,534 performance rights (‘Performance Rights’) were issued to Mr Sutcliffe under the terms of the Plan effective 25 September 2007 and so shareholders are being asked to ratify this issue. Performance Rights are the right to receive an ordinary share upon satisfaction of all vesting conditions for a nil issue price. Shares will be provided by way of acquisition of existing shares on-market on behalf of the executive, unless shareholder approval is obtained under this resolution for the shares to be provided instead by way of an issue of new shares.

The Performance Rights were issued based on the market price of ordinary shares in the Company at the date of calculation (being the weighted average price at which those shares were traded on the ASX over the period from 2nd to 6th July 2007 inclusive).

• (b) Subject to the Plan Rules, Performance Rights will not generally be able to be sold or otherwise dealt with by Mr Sutcliffe until performance hurdles have been satisfied.

The Company introduced the Plan to commence in fiscal 2008 and it was developed with a focus on the key long-term metrics important to shareholders and the Company’s business strategy, cognisant of market practice, but also focused on the Company’s commercial needs.

8

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

Transition arrangements

As Mr Sutcliffe was a participant in the Company’s previous LTI Plan which commenced in fiscal 2003 (‘Former Plan’), he potentially enjoyed receiving rewards annually if hurdles were met. So that Mr Sutcliffe was not disadvantaged in transitioning to the new Plan, which has an initial three year performance period, his award of Performance Rights represented a special one-off grant for fiscal 2008. This Grant will vest over three tranches (respectively, ‘Tranche 1 Performance Rights’, ‘Tranche 2 Performance Rights’ and ‘Tranche 3 Performance Rights’) and represents three times Mr Sutcliffe’s LTI % (currently 100 %).

==> picture [455 x 94] intentionally omitted <==

----- Start of picture text -----

Tranche Award Performance Hurdle Performance Period Vesting
Tranche 1 58,594 EPS July 2003 to June 2008 31 August 2008
Performance Rights Performance Rights
Tranche 2 62,230 EPS July 2004 to June 2009 31 August 2009
Performance Rights Performance Rights
Tranche 3 103,710 50% TSR and 25% EPS July 2007 to June 2010 31 August 2010
Performance Rights Performance Rights and 25% SRS EBITDA
----- End of picture text -----

Following a valuation of the Share Based Payments and in accordance with the Australian Accounting Standards (AASB 2), the Performance Rights for the three tranches were valued as follows:

==> picture [427 x 77] intentionally omitted <==

----- Start of picture text -----

Tranche Value
Tranche 1: EPS $25.16
Tranche 2: EPS $23.69
Tranche 3: TSR $16.67
Tranche 3: EPS $12.39
Tranche 3: SRS EBITDA $12.39
----- End of picture text -----

Vesting Conditions

For Mr Sutcliffe’s Performance Rights to vest, the Company needs to meet or exceed its performance hurdles over the specified Performance Period (‘Performance Hurdles’). Tranche 1 Performance Rights and Tranche 2 Performance Rights will be subject to the Earnings Per Share (‘EPS’) hurdle (‘EPS Performance Hurdle’) established through the Former Plan (as described below). Tranche 3 Performance Rights are split, as to 50%, into Performance Rights which are subject to the Total Shareholder Return (‘TSR’) Performance Hurdle described below) (‘Tranche 3 TSR Performance Rights’), and 25% into Performance Rights which are subject to the EPS Performance Hurdle described below (‘Tranche 3 EPS Performance Rights’) and the remaining 25% into Performance Rights which are subject to the Sims Recycling Solutions (‘SRS’) EBITDA Performance Hurdle described below (‘Tranche 3 SRS EBITDA Performance Rights’).

(i) Performance Periods

Tranche 1 Performance Rights

The Performance Period for Tranche 1 Performance Rights is the 5 year period commencing 1 July 2003 and ending 30 June 2008, using the Company’s 2003 financial year as the base year for calculating EPS growth. No re-testing applies to Tranche 1 Performance Rights if they do not vest at the end of this period.

Tranche 2 Performance Rights

The Performance Period for Tranche 2 Performance Rights is the 5 year period commencing 1 July 2004 and ending 30 June 2009, using the Company’s 2004 financial year as the base year for calculating EPS growth. No re-testing applies to Tranche 2 Performance Rights if they do not vest at the end of this period.

Tranche 3 Performance Rights

The Performance Period for Tranche 3 Performance Rights is the 3 year period commencing 1 July 2007 and ending 30 June 2010, using the Company’s and the SRS Division’s (as defined below) 2007 financial year as the base year for calculating EPS and SRS EBITDA growth (as the case may be). Re-testing applies to Tranche 3 Performance Rights for the four year period ending 30 June 2011 and again for the five year period ending 30 June 2012, to the extent that the Performance Rights have not all vested previously.

Any Performance Rights which have not vested at the end of a Performance Period (including those subject to re-testing) will immediately lapse.

9

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

(ii) Performance Hurdles

• (a) TSR Performance Hurdle

TSR measures the growth over a particular period in the price of shares plus dividends notionally reinvested in shares.

In order for any or all of Mr Sutcliffe’s Tranche 3 TSR Performance Rights to vest under the TSR Performance Hurdle, the Company’s TSR for the relevant Performance Period must be at the 51st percentile or higher against the TSRs of a group of specified comparator companies in similar or related industries.

Based on the Company’s relative TSR performance over the relevant Performance Period, Mr Sutcliffe’s Tranche 3 TSR Performance Rights will vest in accordance with following table:

==> picture [440 x 74] intentionally omitted <==

----- Start of picture text -----

TSR of the Company relative to TSRs Proportion of Tranche 3 TSR Performance
of Comparators Rights vesting
Less than the 51 [st ] percentile 0%
51 [st] percentile 50%
Between 51 [st] percentile and 75 [th] percentile Straight line vesting between 50% and 100%
75 [th] percentile or higher 100%
----- End of picture text -----

TSR is calculated in each case on the following basis:

• :: dividends are re-invested at the ex-dividend date

• :: share prices are calculated as a volume weighted average sale price of shares on ASX for the three months preceding the Start Date and the relevant Test Date

• :: tax and any franking credits (or similar) will be ignored.

• (b) EPS Performance Hurdle

Tranche 1 Performance Rights and Tranche 2 Performance Rights – compound EPS growth

EPS growth in respect of Mr Sutcliffe’s Tranche 1 Performance Rights and Tranche 2 Performance Rights is determined by reference to annual compound growth in diluted EPS of the Company over the relevant Performance Period, being the diluted EPS in the last financial year of the Performance Period compared with the diluted EPS in the base year (which will be the financial year immediately preceding the start of the Performance Period). This is calculated slightly differently from the cumulative EPS hurdle that applies to Tranche 3 EPS Performance Rights (see below).

Based on the Company annual compound diluted EPS growth over the relevant Performance Period, Mr Sutcliffe’s Tranche 1 Performance Rights and Tranche 2 Performance Rights (calculated separately) will vest in accordance with the following table:

==> picture [378 x 63] intentionally omitted <==

----- Start of picture text -----

Compound annual diluted EPS growth Proportion of Performance Rights vesting
Less than 5% 0%
5% 50%
Between 5% and 10% Straight line vesting between 50% and 100%
10% or higher 100%
----- End of picture text -----

Tranche 3 EPS Performance Rights – cumulative aggregate EPS

EPS growth in respect of Mr Sutcliffe’s Tranche 3 EPS Performance Rights is determined by reference to the cumulative compound EPS growth of the Company over the relevant Performance Period measured against a specific EPS target measured from the 2007 financial year.

Based on the Company cumulative compound EPS growth in the relevant Performance Period, Mr Sutcliffe’s Tranche 3 EPS Performance Rights will vest in accordance with the following table:

==> picture [378 x 74] intentionally omitted <==

----- Start of picture text -----

Proportion of Tranche 3 EPS Performance
Cumulative diluted EPS growth
Rights vesting
Less than 5% 0%
5% 50%
Between 5% and 10% Straight line vesting between 50% and 100%
10% or higher 100%
----- End of picture text -----

10

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

Calculating EPS

Diluted EPS for a particular year during a Performance Period is defined as net profit after tax (as set out in the Company’s financial statements) divided by the weighted average number of ordinary shares and options on issue during that year. The Board has discretion to make reasonable adjustments to the diluted EPS figure in appropriate circumstances, for example where it is calculated over a part-year period or where there is a significant or abnormal event including one-off costs associated with a restructure which, in the opinion of the Board, distorts diluted EPS unduly.

(c) SRS EBITDA Performance Hurdle

In order for any of Mr Sutcliffe’s Tranche 3 SRS EBITDA Performance Rights to vest there is an initial ‘gateway’ hurdle that must first be met. This ‘gateway’ hurdle requires the Return on Controllable Capital Employed (‘ROCCE’) of the Sims Global Recycling Solutions Division (‘SRS Division’) to be at least equal to the Company’s Group Weighted Average Cost of Capital (‘WACC’) plus 5%. This means none of the Tranche 3 EBITDA Performance Rights will vest unless this initial hurdle is met.

The number of SRS EBITDA Performance Rights that vest will then depend on the SRS Division’s actual earnings before interest, tax, depreciation and amortization (‘EBITDA’) performance, specifically the SRS Division’s EBITDA growth. EBITDA growth is determined by reference to cumulative EBITDA of the SRS Division over the relevant Performance Period measured against a specified cumulative compound EBITDA target, measured from the 2007 financial year.

Based on the SRS Division’s cumulative EBITDA in the relevant Performance Period, Mr Sutcliffe’s Tranche 3 EBITDA Performance Rights will vest in accordance with the following table:

==> picture [359 x 72] intentionally omitted <==

----- Start of picture text -----

SRS Division cumulative compound Proportion of Tranche 3 EBITDA
EBITDA growth Performance Rights vesting
Less than 15% 0%
15% 50%
Between 15% and 25% Pro-rata straight line
25% 100%
----- End of picture text -----

Where applicable, terms used in relation to the SRS EBITDA Performance Hurdle are to be calculated under IFRS principles.

The Board has discretion to make reasonable adjustments to the EBITDA figure in appropriate circumstances, for example where it is calculated over a part-year period or where there is a significant or abnormal event including one-off costs associated with a corporate restructure which, in the opinion of the Board, distorts EBITDA unduly.

(iii) Continued employment condition

In addition to the Company or the SRS Division meeting the applicable TSR, EPS or EBITDA growth performance conditions (as the case may be) specified above, Mr Sutcliffe must also continue to be an employee or director of the Company or its related bodies corporate at the Vesting Date for his Performance Rights to vest.

Unvested Performance Rights lapse upon Mr Sutcliffe ceasing to be an employee, subject to there being a Qualifying Cessation (as defined in the Plan Rules) during the relevant Performance Period (for Tranche 1 Performance Rights and Tranche 2 Performance Rights) or first Performance Period (for Tranche 3 Performance Rights).

All Performance Rights will lapse and be immediately forfeited in cases of fraud, gross dishonesty or termination of Mr Sutcliffe’s employment for cause.

• (c) This is the first invitation under this Plan and accordingly, prior to this invitation, no shares have been issued to the Group Chief Executive or any other Executive under the Plan.

• (d) The maximum number of Performance Rights that may be acquired by all persons for whom approval is required under ASX Listing Rule 10.14, namely Mr Sutcliffe and Mr Cunningham, is 291,381.

• (e) The Performance Rights were granted at nil cost to Mr Sutcliffe. Any shares in the Company issued upon vesting of Performance Rights will also be issued at nil cost to Mr Sutcliffe.

• (f) All directors are eligible under the terms of the Plan to participate in awards of Performance Rights (subject to shareholder approval). The names of the directors are Mr Jeremy Sutcliffe, Mr Ross Cunningham, Mr Paul Mazoudier, Mr Michael Feeney, Mr Geoffrey Brunsdon, Mr Paul Varello, Dr Robert Every, Mr Christopher Renwick and Mr Masakatsu Iwanaga.

• (g) The Performance Rights were issued effective 25 September 2007, although the ability to issue shares upon vesting is subject to shareholder approval. Any shares in the Company to be issued upon vesting of Performance Rights will be issued no later than 3 years after the date of the Meeting.

11

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

The Directors (with Mr Sutcliffe absent and not voting) recommend you vote in favour of this Resolution 6 which will complete the Company’s remuneration strategy for the Group Chief Executive as described above.

Ordinary Resolution 7 in respect of participation in the Sims Group Long Term Incentive Plan (Plan) by Mr Ross Cunningham

Under ASX Listing Rule 10.14, the Company must not permit a director of the Company to acquire securities under the Plan without shareholder approval.

The Board (with Mr Cunningham absent and not voting) believes it is appropriate that Mr Cunningham, the Executive Director, be entitled to be granted performance rights, and the issue of any Sims Group Limited ordinary shares upon the exercise of those performance rights (collectively ‘Equity Rights’), subject to the performance hurdles described below, under the Plan.

The Board believes that the issue of Equity Rights pursuant to the Plan will complete the Company’s remuneration strategy for the Executive Director, Group Finance & Strategy, which involves total fixed remuneration (base salary, superannuation and other benefits), a short-term incentive and a long term incentive as set out in the Company’s Annual Report. Mr Cunningham can earn up to 60% of his total fixed remuneration by way of long term incentive. Mr Cunningham is entitled to participate in the Plan.

The following additional information is provided to shareholders:

• (a) 66,847 performance rights (‘Performance Rights’) were issued to Mr Cunningham under the terms of the Plan effective 25 September 2007 and so shareholders are being asked to ratify this issue. Performance Rights are the right to receive an ordinary share upon satisfaction of all vesting conditions for a nil issue price. As with Mr Sutcliffe’s Performance Rights described above, the ability of the Company to issue new shares upon vesting is subject to shareholder approval by way of this Resolution.

The Performance Rights were issued based on the market price of ordinary shares in the Company at the date of calculation (being the weighted average price at which those shares were traded on the ASX over the period from 2nd to 6th July 2007 inclusive).

• (b) Subject to the Plan Rules, Performance Rights will not generally be able to be sold or otherwise dealt with by Mr Cunningham until performance hurdles have been satisfied.

The Company introduced the Plan to commence in fiscal 2008 and it was developed with a focus on the key long-term metrics important to shareholders and the Company’s business strategy, cognisant of market practice, but also focused on the Company’s commercial needs.

Transition arrangements

As Mr Cunningham was a participant in the Company’s previous LTI Plan which commenced in fiscal 2003 (‘Former Plan’), he potentially enjoyed receiving rewards annually if hurdles were met. So that Mr Cunningham was not disadvantaged in transitioning to the new Plan, which has an initial three year performance period, his award of Performance Rights represented a special one-off grant for fiscal 2008. This Grant will vest over three tranches (respectively ‘Tranche 1 Performance Rights’, ‘Tranche 2 Performance Rights’ and ‘Tranche 3 Performance Rights’) and represents three times Mr Cunningham’s LTI % (currently 60 %).

==> picture [455 x 94] intentionally omitted <==

----- Start of picture text -----

Tranche Award Performance Hurdle Performance Period Vesting
Tranche 1 17,444 EPS July 2003 to June 2008 31 August 2008
Performance Rights Performance Rights
Tranche 2 18,527 EPS July 2004 to June 2009 31 August 2009
Performance Rights Performance Rights
Tranche 3 30,876 50% TSR and 50% EPS July 2007 to June 2010 31 August 2010
Performance Rights Performance Rights
----- End of picture text -----

Following a valuation of the Share Based Payments and in accordance with the Australian Accounting Standards (AASB 2), the Performance Rights for the three tranches were valued as follows:

==> picture [427 x 62] intentionally omitted <==

----- Start of picture text -----

Tranche Value
Tranche 1: EPS $25.16
Tranche 2: EPS $23.69
Tranche 3: TSR $16.67
Tranche 3: EPS $12.39
----- End of picture text -----

The Performance Rights were granted at no cost to Mr Cunningham.

12

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

Vesting Conditions

For Mr Cunningham’s Performance Rights to vest, the Company needs to meet or exceed its performance hurdles over the specified Performance Period (‘Performance Hurdles’). Tranche 1 Performance Rights and Tranche 2 Performance Rights will be subject to the Earnings Per Share (‘EPS’) hurdle established through the Former Plan. Tranche 3 Performance Rights are split, as to 50%, into Performance Rights which are subject to the Total Shareholder Return (‘TSR’) Performance Hurdle, and the remaining 50%, into Performance Rights which are subject to the EPS Performance Hurdle.

The Performance Periods and Performance Hurdles are calculated in exactly the same way as for Mr Sutcliffe’s Performance Rights, as described above. The only difference is that none of Mr Cunningham’s Performance Rights are subject to an SRS EBITDA performance hurdle.

Other information

Other information regarding prior issues under the Plan, directors who are eligible to participate, the date of issue of Mr Cunningham’s Performance Rights, the 3 year time limit for the issue of shares upon the vesting of Performance Rights, and the cost to Mr Cunningham of the issue of Performance Rights and shares issued upon their vesting, are the same as for Mr Sutcliffe, as detailed above.

The Directors (with Mr Cunningham absent and not voting) recommend you vote in favour of this Resolution 7 which will complete the Company’s remuneration strategy for the Executive Director as described above.

Statement with regards to approved grant of shares

Details of any shares issued to Directors under the Plan will be published in each annual report of the Company relating to a period in which shares have been issued, together with a statement that approval for the issue of the shares was obtained under Listing Rule 10.14.

If additional Directors who were not named in this Notice of Meeting become entitled to participate in the Plan after this meeting, shareholder approval under Listing Rule 10.14 will, if required, be obtained before they are able to participate in the Plan.

Advisory Resolution 8 in relation to the Remuneration Report

The Remuneration Report is contained in the Directors’ Report of the 2007 Sims Group Annual Report. The Report explains Sims Group’s executive remuneration practices and the link between the remuneration of employees and the Company’s performance and sets out remuneration details for each Director and for each named Executive.

The Corporations Act 2001 requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. Under the Corporations Act 2001 , the vote is advisory only and does not bind the Directors.

The Chairman will give shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

While there is no legal requirement to abstain from voting, the Company believes it appropriate that neither the Directors, the named Executives nor their associates should vote on the Advisory Resolution, except as directed by any proxies, and they make no recommendation in respect of it.

13

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

Annexure A – Amendments to the Constitution Relating to HNC

The Directors propose that the Constitution of Sims Group Limited be amended in the following manner:

• (a) In clause 1.1 Definitions:

• Delete the definition of Associate, Contribution Agreement, HNC Group and HNC Group Nominee.

• (b) Delete clause 19.1 and replace it with the following new clause 19.1:

“19.1 Number of Directors

The number of Directors must not be less than 6 or more than the number determined by the Directors from time to time.”

• (c) Delete clause 19.6.

14

SIMS GRouP lIMItED

==> picture [596 x 61] intentionally omitted <==

Annexure B – Amendments to the Constitution relating to Mitsui

The Directors propose that the Constitution of Sims Group Limited be amended in the following manner:

(a) In clause 1.1 Definitions:

• Insert the following definitions:

Mitsui Associate means:

• (a) a director of any company in the Mitsui Group;

• (b) a director of an entity that controls any company in the Mitsui Group;

• (c) if any company in the Mitsui Group is controlled by an entity that is not a body corporate – each of the persons making up the controlling entity;

• (d) spouses and de facto spouses of any person referred to in paragraphs (a) to (c) inclusive;

• (e) the parents or children of any person referred to in paragraphs (a) to (d) inclusive; or

• (f) any person who directly or indirectly (including as beneficiary under a trust) holds an equity or other ownership interest in any company in the Mitsui Group or an entity that controls any company in the Mitsui Group;

Mitsui Group means Mitsui & Co., Ltd and any Related Body Corporate;

Mitsui Group Nominee has the meaning given in clause 19.6A(a);

(b) Insert new clause 19.6A:

• “19.6A Nominations by Mitsui Group

• (a) Where the Mitsui Group holds in aggregate a Relevant Interest in not less than 5% of the ordinary Shares on issue, the Mitsui Group may nominate such number of persons to the Board (“Mitsui Group Nominee”) as is calculated as follows:

• (i) for as long as the Mitsui Group holds in aggregate a Relevant Interest in at least 15% of the ordinary Shares on issue, the Mitsui Group may nominate:

  • (A) one person as a Director, whether or not that person is a Mitsui Associate; and

  • (B) one person as a Director who is not a Mitsui Associate,

PROVIDED THAT, if the Relevant Interest held by the Mitsui Group in aggregate would be at least 15% of the ordinary Shares on issue but for the dilutive effect of one or more issues of ordinary Shares made by the Company:

• (a) pursuant to an offer to all holders of fully paid Shares on a pro rata basis in respect of all of the Shares that they hold, including, for the avoidance of doubt, an issue of Shares under a dividend reinvestment plan, a bonus share plan, a dividend selection plan or any other plan which gives holders of Shares the opportunity to accept securities in place of dividend, distribution or interest payments or apply any dividend, distribution or interest payments for the subscription of securities;

• (b) pursuant to a share purchase plan under exception 15 of ASX Listing Rule 7.2;

• (c) pursuant to:

• (I) an employee incentive plan or remuneration arrangements for employees and/or officers of the Company and/or its subsidiaries (as defined in the Act); or

• (II) the exercise of options which are issued under an employee incentive plan or remuneration arrangements for employees and/or officers of the Company and/or its subsidiaries (as defined in the Act); or

15

NotICE of 2007 ANNuAl GENERAl MEEtING

==> picture [596 x 61] intentionally omitted <==

  - _(d) to a third party as consideration (whether in whole or in part) for the acquisition by the Company or its subsidiary (as defined in the Act) from that third party of an asset, business or security,_

     - _(each a “Dilutive Issue”), then the right of the Mitsui Group to nominate two persons as Directors in accordance with this clause 19.6A(a)(i) shall continue for a period of twelve months following the most recent Dilutive Issue, after which time such right will terminate and cease to be of any force or effect (“Expiry Date”) unless on the Expiry Date the Relevant Interest held by the Mitsui Group in aggregate is at least 15% of the ordinary Shares on issue, in which event this clause 19.6A(a)(i) will continue to be effective; and_

• (ii) for as long as the Mitsui Group holds in aggregate a Relevant Interest in at least 5% of the ordinary Shares on issue, the Mitsui Group may nominate one person as a Director whether or not that person is a Mitsui Associate.

• (b) The Mitsui Group may:

• (i) remove any Mitsui Group Nominee nominated under clauses 19.6A(a)(i)(A) and 19.6A(a)(ii) at any time; and

• (ii) in circumstances where a Mitsui Group Nominee nominated under clause 19.6A(a)(i)(B) is due to retire by rotation under clause 20.1 (“Mitsui Incumbent Non – Associated Nominee”), propose a new nominee under clause 19.6A(a)(i)(B) (provided the requirements of that clause continue to apply at the time of the proposed new nomination) and if such a nomination is made, the Mitsui Incumbent Non – Associated Nominee will not be eligible to offer him or herself for re-election.

• (c) The nomination of a Mitsui Group Nominee under this clause 19.6A or the removal of a Mitsui Group Nominee under clause 19.6A(b)(i) shall be effected by written notice to the Company signed by the company secretary of one of the members of the Mitsui Group.

• (d) The Mitsui Group may not nominate a person as a Mitsui Group Nominee if that person has been removed or, being a Director retiring by rotation, is not re-elected, by resolution of Members.

• (e) Where the Company receives under clause 19.6A(c):

• (i) a notice of nomination, subject to the approval of the nominee by the nomination committee of the Board, acting reasonably, the Directors shall appoint the Mitsui Group Nominee as a Director (unless the Directors reasonably believe that they would be in breach of their fiduciary or statutory duties as Directors if they made such an appointment); and

• (ii) a notice of removal, the Mitsui Group Nominee named in the notice must resign his or her position as a Director forthwith and the Company must ensure this occurs.

• (f) Any Director appointed under this clause after the Company is admitted to the Official List must retire from office at, and will be eligible for re-election at, the next annual general meeting following his or her appointment.

• (g) If a Mitsui Group Nominee is removed, retires and fails to be re-elected by resolution of Members or ceases to hold office as a Director for any reason (other than where the Director retires and is re-elected at the same meeting), the Mitsui Group may, subject to clauses 19.6A(a) and (b), nominate another Mitsui Group Nominee in that person’s place and neither the Directors nor the Company in general meeting may appoint a successor who is not a Mitsui Group Nominee.

• (h) If the Mitsui Group exercises its right to propose a new nominee under clause 19.6A(b)(ii), the Incumbent Non – Associated Nominee shall retire in accordance with clause 20.2 and any replacement Mitsui Group Nominee will be considered for election at that same annual general meeting, unless the Mitsui Group has not complied with clause 19.5 in respect of that new nomination and in which case such Mitsui Group Nominee will be appointed as soon as practicable after the conclusion of that annual general meeting.

• (i) Any Mitsui Group Nominee nominated under clauses 19.6A(a)(i)(A) or 19.6A(a)(ii) who is appointed (either by the Board or by Members) will be taken to have been appointed to represent the interests of the Mitsui Group and section 203D of the Act applies.”

• (c) Delete clause 25.7 and replace it with the following new clause 25.7:

“25.7 Quorum for Board meetings

At a meeting of Directors, the number of Directors necessary to constitute a quorum is that number as determined by the Directors and, unless otherwise determined, is 5.”

building the world’s leading recycling company. .

==> picture [596 x 114] intentionally omitted <==

==> picture [596 x 58] intentionally omitted <==

www.sims-group.com

SIMS GROUP LIMITED ABN 69 114 838 630

==> picture [184 x 67] intentionally omitted <==

TO LODGE A PROXY FORM:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 3 9473 2118

000001 000 SGM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 11.00 AM ON MONDAY 19 NOVEMBER 2007.

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: www.sims-group.com/global/investors-media

I1234567890 3030

LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 11.00 am, Wednesday 21 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

SGM_PROXY_170833/000001/000003/i

I/We being a member/s of Sims Group Limited hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Sims Group Limited to be held at James Cook Ballroom, Hotel Inter-Continental, 117 Macquarie Street, Sydney NSW on Wednesday 21 November 2007 at 11.00 am and at any adjournment of that meeting.

IMPORTANT: FOR ITEMS 5, 6 & 7 BELOW If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 5, 6 and 7 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5, 6 & 7 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

• 2.1 To re-elect Mr Ross Cunningham as an Executive Director of the Company 2.2 To re-elect Mr Christopher Renwick as a Non-Executive Director of the Company

• 2.3 To re-elect Mr Mike Iwanaga as a Non-Executive Director of the Company

• 3 Approval of amendments to Constitution in relation to Hugo Neu Corporation 4 Approval of amendments to Constitution in relation to Mitsui & Co. 5 To approve the increase in the maximum remuneration which may be paid to Directors (other than Executive Directors)

• 6 Participation in the Sims Group Long Term Incentive Plan by Mr Jeremy Sutcliffe

• 7 Participation in the Sims Group Long Term Incentive Plan by Mr Ross Cunningham

• 8 To adopt the Remuneration Report for the year ended 30 June 2007

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

I1234567890

I 1234567890 I ND

000001 000 SGM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

2 9 P R

S GM