T 000001 000 SGM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

13 October 2014

*I00000111*

Dear Shareholder

I have pleasure in inviting you to attend the 2014 Annual General Meeting of Sims Metal Management Limited to be held at The Westin, Heritage Ballroom, 1 Martin Place, Sydney NSW on Thursday, 13 November 2014 at 10:30am (AEDT).

Enclosed is the Notice of Annual General Meeting which sets out the items of business to be considered.

If you are attending, please bring this letter with you to facilitate registration into the meeting.

If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided so that it is received no later than 48 hours before the commencement of the meeting. Alternatively, you may vote online at www.investorvote.com.au.

Corporate shareholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registry.

A copy of the address to be given by each of the Chairman and Chief Executive Officer at the meeting will be available for viewing and downloading from the Company's website at www.simsmm.com, following the meeting. You may also request a copy from the Company.

I look forward to your attendance at the meeting.

Yours sincerely

Frank Moratti Company Secretary

*I00000110*

T 000001 000 SGM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

Online: www.investorvote.com.au

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. •

Your access information that you will need to vote:

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030		Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should advise	I9999999999			I
Proxy Form		your broker of any changes.Please mark		to indicate your directions
STEP 1Appoint a Proxy to Vote on Your BehalfI/We being a member/s of Sims Metal Management Limited hereby appoint
the ChairmanORof the Meeting				PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).
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 proxyto 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, andto the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Sims Metal Management Limited to be held at TheWestin, Heritage Ballroom, 1 Martin Place, Sydney NSW on Thursday, 13 November 2014 at 10:30am (AEDT) and at any adjournment orpostponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman ofthe Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/ourproxy on Items 7, 8 and 9 (except where I/we have indicated a different voting intention below) even though Items 7, 8 and 9 are connected		directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain fromvoting on Items 7, 8 and 9 by marking the appropriate box in step 2 below.
STEP 2Items of Business		PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
				For	Against	Abstain
1.To re-elect Mrs Heather Ridout as a Director of the Company.
2.To re-elect Mr John DiLacqua as a Director of the Company.
3.To re-elect Mr Chris Renwick as a Director of the Company.
4.To elect Ms Deborah O'Toole as a Director of the Company.
5.To elect Ms Georgia Nelson as a Director of the Company.
6.To appoint Deloitte Touche Tohmatsu as auditor of the Company.
7.To adopt the Remuneration Report for the year ended 30 June 2014.
8.		To approve the participation in the Sims Metal Management Long Term Incentive Plan by Mr Claro.

Individual or Securityholder 1	Securityholder 2
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
Contact		Contact			/
Name		DaytimeTelephone	Date	/

NOTICE OF 2014 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING (MEETING) OF THE SHAREHOLDERS OF SIMS METAL MANAGEMENT LIMITED (COMPANY) WILL BE HELD AT THE WESTIN – HERITAGE BALLROOM – 1 MARTIN PLACE, SYDNEY NSW ON THURSDAY, 13 NOVEMBER 2014 AT 10.30AM (SYDNEY TIME).

SIMS METAL MANAGEMENT LIMITED ACN 114 838 630

BUSINESS

ACCOUNTS AND REPORTS

To receive and consider the fi nancial statements of the Company and its controlled entities for the year ended 30 June 2014 and the related Directors' Report, Directors' Declaration and Auditor's Report.

RE-ELECTION OF DIRECTORS MRS HEATHER RIDOUT

RESOLUTION 1

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

"That Mrs Heather Ridout, who retires by rotation at the Annual General Meeting in accordance with the Company's Constitution and the ASX Listing Rules and having offered herself for re-election and being eligible, be re-elected as a Director of the Company."

MR JOHN DILACQUA

RESOLUTION 2

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

"That Mr John DiLacqua, who retires by rotation at the Annual General Meeting in accordance with the Company's Constitution and the ASX Listing Rules and having offered himself for re-election and being eligible, be re-elected as a Director of the Company."

MR CHRISTOPHER RENWICK

RESOLUTION 3 To consider and, if thought fi t, pass the following resolution as an ordinary resolution:

"That Mr Christopher Renwick, who retires at this Annual General Meeting as Mitsui & Co., Ltd's designated independent director and having offered himself for re-election and being eligible, be re-elected as a Director of the Company."

MS DEBORAH O'TOOLE

RESOLUTION 4

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

"That Ms Deborah O'Toole, 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 elected as a Director of the Company."

MS GEORGIA NELSON

RESOLUTION 5

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

"That Ms Georgia Nelson, 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 elected as a Director of the Company."

Messrs Norman Bobins and Gerry Morris have informed the Company that they will each be retiring at the conclusion of the Annual General Meeting and will not be standing for re-election.

APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITOR OF THE COMPANY

RESOLUTION 6

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

"That:

(a) subject to the Australian Securities and Investments Commission (ASIC) consenting to the resignation of PricewaterhouseCoopers as auditor of the Company, pursuant to section 327B of the Corporations Act 2001 (Cth) and for all other purposes, Deloitte Touche Tohmatsu, having been duly nominated by a member of the Company and having consented in writing to act, be appointed to act as auditor of the Company with effect from the later of the close of this Annual General Meeting and the day on which ASIC gives its consent; and
(b) the board of directors of the Company is authorised to fi x the remuneration of Deloitte Touche Tohmatsu, as auditor of the Company, from time to time."

REMUNERATION REPORT

RESOLUTION 7

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

"That the Remuneration Report for the year ended 30 June 2014 (as set out in the Directors' Report) is adopted."

PARTICIPATION IN THE COMPANY'S LONG TERM INCENTIVE PLAN BY MR CLARO

RESOLUTION 8

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

"That approval is given for the purposes of ASX Listing Rules 7.1 and 10.14 and for all other purposes, for the Company to issue to Mr Galdino Claro, the Chief Executive Offi cer and Managing Director of the Company, 219,248 Performance Rights and 172,866 Options under the terms of the Company's Long Term Incentive Plan, as more particularly described in the Explanatory Memorandum accompanying the Notice of Meeting convening this meeting."

TERMINATION BENEFITS

RESOLUTION 9

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

"That approval be given for all purposes, including sections 200B and 200E of the Corporations Act 2001 (Cth), for the giving of benefi ts to any persons who, from time to time, are key management personnel of the Company or who hold a managerial or executive offi ce in the Company or a related body corporate, in connection with that person ceasing to hold an offi ce or position of employment in the Company or a related body corporate, on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting convening this meeting."

By order of the Board

Frank Moratti Company Secretary

13 October 2014

VOTING ENTITLEMENTS

For the purpose of the Meeting, shares will be taken to be held by persons who are registered as shareholders as at 7.00pm (Sydney time) on Tuesday, 11 November 2014. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Meeting.

PROXIES

A shareholder who is entitled to attend and cast a vote at the Meeting has the right to appoint a proxy to attend and vote on behalf of the shareholder. The proxy need not be a shareholder of the Company and may be an individual or a body corporate. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify a proportion or number, each proxy may exercise half of the shareholder's votes.

The Proxy Form must be signed by you or your attorney. Proxies given by corporations must be executed either in accordance with section 127 of the Corporations Act 2001 (Cth) (Corporations Act) or under the hand of a duly authorised offi cer or attorney.

Voting restrictions apply to members of the key management personnel for the Sims Metal Management Limited consolidated group whose remuneration details are included in the Remuneration Report (each a KMP) and their closely related parties, which affect proxy voting.

The KMP (which includes, amongst others, each of the non-executive directors, the managing director and the chief fi nancial offi cer) and their closely related parties will not be able to vote your proxy on Resolutions 7, 8 or 9 unless you direct them how to vote by marking the voting boxes for those items. The term "closely related party" is defi ned in the Corporations Act and includes the KMP's spouse, dependants and certain other close family members, as well as any companies controlled by the KMP, or the KMP's spouse, dependants and certain other close family members.

If you intend to appoint a KMP as your proxy, please ensure that you direct them how to vote on Resolutions 7, 8 and 9. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him to vote by marking the relevant boxes on the Proxy Form. If you sign and return your Proxy Form and do not provide any voting directions, you will be deemed to have expressly authorised the Chairman of the Meeting (where he is appointed your proxy or becomes your proxy by default) to cast your vote on each of Resolutions 7, 8 and 9 even though each of those Resolutions is connected with the remuneration of a KMP.

The Chairman of the Meeting intends to vote any undirected proxies held by him in favour of all items of business (subject to the requirements for voting directions noted above in relation to Resolutions 7, 8 and 9).

WHERE TO LODGE A PROXY

The Proxy Form and the power of attorney or other authority under which it is signed (if any), or a certifi ed copy of the power of attorney or authority, must be:

deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at Level 4, 60 Carrington Street, Sydney NSW 2000 (or by mail to GPO Box 242, Melbourne Vic 3001);
deposited at the Company's Registered Offi ce, Sir Joseph Banks Corporate Park, Suite 3, Level 2, 32-34 Lord Street, Botany NSW 2019;
sent to the Company by mail to PO Box 651, Botany NSW 1455; or
sent by facsimile to Computershare on 1800 783 447 or (03) 9473 2555 or to the Company on (02) 8113 1622.

ELECTRONIC PROXY

You may lodge an electronic proxy online at www.investorvote.com.au. To do so, you will need to enter the Control Number shown on the front of the Proxy Form, followed by your Securityholder Reference Number (SRN) or Holder Identifi cation Number (HIN).

You will be taken to have signed the Proxy Form if you lodge an electronic proxy online in accordance with the online instructions. Custodians, nominees, non-broker participants, portfolio administrators, portfolio aggregators and eligible fi nancial advisers may lodge their proxy vote via Computershare's Intermediary Online Vote and Confi rmation website. Go to www.intermediaryonline.com.

To be effective, proxies must be lodged by 10.30am (Sydney time) on Tuesday, 11 November 2014. Proxies lodged or received after that time will be invalid.

CORPORATE REPRESENTATIVES

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting a properly executed letter or other document confi rming their authority to act as the shareholder's representative.

SHAREHOLDER QUESTIONS

If you would like a question to be put to the Chairman of the Meeting or the Auditor and you are not able to attend the Meeting, please email your question to the Company Secretary at [email protected].

To allow time to collate questions and prepare answers, questions are to be received by the Company Secretary by 10.30am (Sydney) on Tuesday, 11 November 2014.

The Company's shareholders (Shareholders) should read the Explanatory Memorandum accompanying, and forming part of, this Notice of Meeting (Notice) for more details on the resolutions to be voted on at the Meeting.

BUSINESS OF THE MEETING

ACCOUNTS AND REPORT

The Financial Report, Directors' Report and the Auditor's Report for the fi nancial year ended 30 June 2014 will be laid before the Meeting.

Together, the Financial Report, Directors' Report and the Auditor's Report constitute the Company's 2014 Annual Report. Unless the Company's Share Registry has been notifi ed otherwise, Shareholders will not be sent a hard copy of the Annual Report. All Shareholders can view the 2014 Annual Report on the Company's website at www.simsmm.com.

Following the consideration of the Reports, the Chairman will give Shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

the conduct of the audit;
the preparation and content of the Auditor's Report;
the accounting policies adopted by the Company in relation to the preparation of the fi nancial statements; and
the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Auditor's Report or the conduct of the audit. A list of written questions, if any, submitted by Shareholders will be made available at the start of the Meeting and any written answers tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

RESOLUTION 1 – RE-ELECTION OF DIRECTOR – HEATHER RIDOUT AO BEC (HONS) (AGE 60)

INDEPENDENT NON-EXECUTIVE DIRECTOR

The ASX Listing Rules require that the Company hold an election of Directors at least once per year. The Company's Constitution requires that at least one Director, excluding the Managing Director, must retire each year. The retiring Director is then eligible to offer themself for re-election by Shareholders.

Mrs Ridout retires by rotation and, being eligible, offers herself for re-election as a Director.

Mrs Ridout was appointed as a Director in September 2011. She is a member of the Safety, Health, Environment & Community Committee, the Remuneration Committee, the Risk, Audit & Compliance Committee and the Nomination/Governance Committee. Mrs Ridout was formerly the Chief Executive Offi cer of the Australian Industry Group from 2004 until her retirement in April 2012. She is a member of the Board of the Reserve Bank of Australia (since December 2011), and is a director of Australian Securities Exchange Limited (since August 2012) and Chair of the AustralianSuper Trustee Board, the largest industry fund in Australia. Mrs Ridout also serves on the Board of the Australian Chamber Orchestra. She has an economics degree, with honours, from the University of Sydney.

The Board considers Mrs Ridout to be an Independent Director.

Mrs Ridout's broad industry experience includes having served as CEO of the Australian Industry Group - a major, national employer organisation representing a diverse cross section of industry. She has a long history as a leading fi gure in the public policy debate in Australia, and was recently made an Offi cer (AO) in the general division of the Order of Australia (for distinguished service to business and industry through signifi cant contributions to the development of economic and public policy). Mrs Ridout's standing in the business community is evidenced by her membership of the Reserve Bank Board, and her role as co-Chair of the Australian-Canada Economic Leadership Dialogue and a delegate to the B20 - which is the key business advisory body to the international economic forum. Mrs Ridout sits on, and contributes signifi cantly to the undertakings of, four Board Committees.

Prior to submitting herself for re-election, Mrs Ridout acknowledged to the Company that she would have suffi cient time to properly fulfi l her duties to the Company.

Board's recommendation

The Board, with Mrs Ridout absent and not voting, unanimously recommends you vote in favour of the re-election of Mrs Ridout.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN DILACQUA MBA (AGE 62)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr DiLacqua retires by rotation and, being eligible, offers himself for re-election as a Director.

Mr DiLacqua was appointed as a Director in September 2011. He is Chairperson of the Finance & Investment Committee, and is a member of the Risk, Audit & Compliance Committee. Mr DiLacqua was formerly a director of Metal Management, Inc (since 2001), and was a director of Sims Metal Management Limited between March and November 2008. He was the Executive Chairman of Envirosource, Inc from May 2004 to December 2004 and had served as President and Chief Executive Offi cer of Envirosource from January 1999 to May 2004. From October 1997 to December 1998, Mr DiLacqua served as President of the US Ferrous Operations of Philip Metals, Inc, and, prior to that, from May 1994, as the President of Luria Brothers. He is a graduate of Temple University and received an MBA from Carnegie Mellon University. Mr DiLacqua is a Certifi ed Public Accountant.

The Board considers Mr DiLacqua to be an Independent Director.

Mr DiLacqua strongly believes that he has the appropriate experience to serve on the Board of the Company. He has 15 years of metals recycling experience and an additional 15 years of Fortune 500 experience. He was formerly the CFO for fi ve years, and subsequently, President/CEO, of a metals recycling company. He was also the CEO of a publicly listed steel service company for two years. Mr DiLacqua serves as Chairman of the Board Finance & Investment Committee where he believes his fi nancial discipline has helped the Company achieve the goals of zero debt and controlled capital expenditures.

Prior to submitting himself for re-election, Mr DiLacqua acknowledged to the Company that he would have suffi cient time to properly fulfi l his duties to the Company.

Board's recommendation

The Board, with Mr DiLacqua absent and not voting, unanimously recommends you vote in favour of the re-election of Mr DiLacqua.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR - CHRISTOPHER RENWICK AM, FAIM, FAIE, FTSE - BA, LLB (AGE 72)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Renwick is retiring as Mitsui & Co., Ltd's (Mitsui) designated independent director at this Annual General Meeting and, being eligible, offers himself for re-election as a Director.

Mr Renwick was appointed as a Director in June 2007 as Mitsui's designated independent director, but is not standing for re-election in that capacity at this Annual General Meeting. Consequently, if re-elected, Mr Renwick will not be Mitsui's designated independent director. Mitsui has not nominated anyone else to the Board for election at this Annual General Meeting. Of course, Mr Sato continues as the Mitsui Associate director in accordance with Mitsui's right of nomination under the Company's Constitution. Mr Renwick is Chairperson of the Remuneration Committee, and is a member of the Safety, Health, Environment & Community Committee and the Nomination/Governance Committee. Mr Renwick 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. He has previously served as Chairman and director of Coal and Allied Industries Limited (2004 to 2011) and Chairman of the Rio Tinto Aboriginal Fund (2004 to 2011).

Mr Renwick has had substantial experience in the mining industry working for large global organisations. Such experience has been extremely benefi cial in Mr Renwick's contribution to the Board. Mr Renwick was previously Chairman of the Safety, Health, Environment & Community Committee, and currently serves as Chairman of the Remuneration Committee where he believes his skillset has assisted the Company in setting incentive plans carefully to control remuneration and cost in FY 2014.

The Board considers Mr Renwick to be an Independent Director.

Prior to submitting himself for re-election, Mr Renwick acknowledged to the Company that he would have suffi cient time to properly fulfi l his duties to the Company.

Board's recommendation

The Board, with Mr Renwick absent and not voting, unanimously recommends you vote in favour of the re-election of Mr Renwick.

RESOLUTION 4 – ELECTION OF DIRECTOR – DEBORAH O'TOOLE LLB, MAICD (AGE 57)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms O'Toole has agreed to be appointed as a Director, with effect from 1 November 2014. Following her appointment, Ms O'Toole is to become a member of the Risk, Audit & Compliance Committee, and the Finance & Investment Committee. Ms O'Toole has extensive executive experience across a number of sectors including over 20 years in the mining industry and, more recently, in transport and logistics which included managerial, operational and fi nancial roles. She has been Chief Financial Offi cer in three ASX listed companies, M.I.M Holdings Limited, Queensland Cotton Holdings Limited and, most recently, through the privatisation of Aurizon Holdings Limited. Ms O'Toole's board experience includes directorships of the CSIRO, Norfolk Group, various companies in the MIM and Aurizon Groups, and Government and private sector advisory boards. She has acted as Chairman of the Audit Committees of CSIRO, Norfolk Group and Pacifi c Aluminium. Ms O'Toole is currently a director of Credit Union Australia and the Wesley Research Institute.

As Ms O'Toole's appointment is to take effect before this Annual General Meeting, in accordance with the Company's Constitution and the ASX Listing Rules, she offers herself for election as a Director at this Annual General Meeting.

The Board considers that Ms O'Toole will be an Independent Director.

Ms O'Toole brings a skillset comprising strategic, fi nancial, commercial and operational expertise, as well as substantial knowledge and understanding of global metals markets and supply chains. She has also been at the frontline of large business transformations and organisational change.

Prior to submitting herself for election, Ms O'Toole acknowledged to the Company that she would have suffi cient time to properly fulfi l her duties to the Company.

Board's recommendation

The Board unanimously recommends you vote in favour of the election of Ms O'Toole.

RESOLUTION 5 – ELECTION OF DIRECTOR – GEORGIA NELSON BS, MBA (AGE 64)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms Nelson has agreed to be appointed as a Director, with effect from 1 November 2014. Following her appointment, Ms Nelson will become a member of the Safety, Health, Environment & Community Committee, and the Remuneration Committee. Ms Nelson is the former founding president of Midwest Generation EME, LLC, an Edison International company with its corporate headquarters in Chicago. Previously, Ms Nelson was senior vice president of worldwide operations for Edison Mission Energy where she was responsible for worldwide power plant construction, as well as international environmental, fuel and technical policy, and plant personnel and operations on four continents. Ms Nelson previously spent more than 25 years with Southern California Edison, a large U.S. electric utility. Ms Nelson serves as a director of three publicly traded corporations: Cummins Inc. (CMI) a global engine and equipment manufacturer, Ball Corporation (BLL) a global metals container manufacturing company, and TransAlta Corporation (TAC), a power generation and wholesale marketing company. Ms Nelson has been appointed by the Secretary of Energy in the last four administrations to the Executive Committee of the National Coal Council, a federal advisory committee to the US Department of Energy. She served as Chair of this Council from May 2006 to May 2008. She also serves on the advisory committee of the Center for Executive Women at Northwestern University and formerly served on the Women's Advisory Board of the JFK School of Government at Harvard University. Ms Nelson holds an MBA from the University of Southern California and a BS from Pepperdine University.

As Ms Nelson's appointment is to take effect before this Annual General Meeting, in accordance with the Company's Constitution and the ASX Listing Rules, she offers herself for election as a Director at this Annual General Meeting.

The Board considers that Ms Nelson will be an Independent Director.

Ms Nelson has broad experience as a corporate director with particular expertise in large and complex organizations, international and domestic operations, and manufacturing and human resources. She has been responsible for the construction and operation of large power projects in both Melbourne and Perth. In addition, her previous responsibilities have also included environmental policy for a global energy company, and she has lectured at Northwestern University in Chicago on global sustainability and environmental policy. Ms Nelson fi rmly

believes that she will be able to apply this knowledge to a global organization like Sims Metal Management Limited.

Prior to submitting herself for election, Ms Nelson acknowledged to the Company that she would have suffi cient time to properly fulfi l her duties to the Company.

Board's recommendation

The Board unanimously recommends you vote in favour of the election of Ms Nelson.

RESOLUTION 6 – APPOINTMENT OF AUDITOR

It is the policy of the Company and its Risk, Audit & Compliance Committee (RAC Committee) to appoint external auditors who clearly demonstrate quality and independence. In accordance with the Company's External Auditor Policy, applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs.

PricewaterhouseCoopers (PwC) was appointed as the external auditor of the Company in 1991 at the time of the listing of Simsmetal Limited on the Australian Securities Exchange. The Board believed that it was in the interests of best corporate governance practice to undertake a tender process for the audit services. Following this tender process, in which PwC was also invited to participate, the Board, on the recommendation of the RAC Committee, selected Deloitte Touche Tohmatsu (Deloitte) to, subject to Shareholder approval, act as the Company's auditor. The Board believes that Deloitte has the capabilities to serve a group of the scale, scope and global reach of Sims Metal Management, as well as the experience and expertise in providing services to a leading participant in the metals recycling and e-recycling industries. Consequently, the Board believes that the appointment of Deloitte is in the best interests of the Company and its Shareholders. Non-Executive Director, Mr Bass, a retired former partner of Deloitte, abstained from voting both on the recommendation of the RAC Committee, and the vote of the Board, in respect of the appointment of Deloitte.

PwC has submitted its resignation as auditor of the Company and advised the Company that it has applied to ASIC for consent to resign effective from the later of the conclusion of this Annual General Meeting and the day on which ASIC gives its consent. The Company expects that ASIC will give its consent prior to the Annual General Meeting.

Deloitte has provided consent to its appointment as auditor of the Company, subject to ASIC consenting to the resignation of PwC as auditor of the Company and the approval by Shareholders.

On the assumption that ASIC consents to PwC's resignation as auditor, the Chairman of the Company, Mr Brunsdon, as a member of the Company, nominated Deloitte to act as the auditor of the Company. In accordance with section 328B(3) of the Corporations Act, a copy of the notice of nomination is included in Annexure 4.

Under the Corporations Act, Shareholder approval is required for the appointment of a new auditor. Subject to this approval being obtained, the appointment of Deloitte will become effective from the later of the conclusion of this Annual General Meeting and the day on which ASIC gives its consent to PwC's resignation.

If passed, this Resolution also authorises the Board to fi x the remuneration from time to time of Deloitte as the Company's new auditor.

Board's recommendation

The Board, with Mr Bass absent and not voting, unanimously recommends you vote in favour of Resolution 6.

RESOLUTION 7 – REMUNERATION REPORT

The Remuneration Report is contained in the Directors' Report of the Company's 2014 Annual Report. The Report explains the Company'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 requires listed companies to put the Remuneration Report for each fi nancial year to a resolution of members at their Annual General Meeting. Under section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on Resolution 7 are against adoption of the Remuneration Report at this Meeting, and then again at the 2015 Annual General Meeting, the Company will be required to put to Shareholders at the 2015 Annual General Meeting a resolution proposing the calling of an extraordinary general meeting to consider a spill of the Board (spill resolution).

If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene the extraordinary general meeting (spill meeting) within 90 days of the 2015 Annual General Meeting. All of the Directors who were in offi ce when the 2015 Directors' Report was approved, other than the Managing Director, will cease to hold offi ce immediately before the end of the spill meeting but may stand for re-election at the spill meeting. Following the spill meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

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

Voting exclusion statement

The Company will disregard any votes cast on Resolution 7 by or on behalf of a member of the key management personnel for the Sims Metal Management Limited consolidated group whose remuneration details are included in the Remuneration Report (each a KMP), or a closely related party (such as close family members and any companies the person controls) of a KMP, in any capacity (including as proxy), unless the vote is cast as proxy for a person entitled to vote on Resolution 7:

in accordance with a direction in the Proxy Form; or
by the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman to exercise an undirected proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP (please refer to the Proxy Form for this authorisation).

Board's recommendation

The Board unanimously recommends you vote in favour of adopting the Remuneration Report.

RESOLUTION 8 – PARTICIPATION IN THE COMPANY'S LONG TERM INCENTIVE PLAN (LTIP) BY MR CLARO

The Board (with Mr Claro absent and not voting) believes it is appropriate that Group CEO, Mr Claro be entitled to be granted Performance Rights (which are subject to the performance hurdles described below) and Options (collectively Equity Rights), under the LTIP.

The Board believes that the grant of the Equity Rights, more fully described below, pursuant to the LTIP which was introduced in 2007, is an important element of the Company's remuneration

strategy for the Group CEO, which includes fi xed remuneration and other benefi ts (Total Fixed Remuneration or TFR), a shortterm incentive (STI) and a long-term incentive (LTI) as set out in the Company's Annual Report. Mr Claro's total compensation currently comprises TFR of US$1,150,000 per annum, an annual STI opportunity of 100% of TFR (target) and 200% (maximum), and an annual LTI award equal to 200% of TFR. Consequently, the FY2015 LTI Award has a value of US$2,300,000. Subject to this Resolution 8 being passed, Mr Claro will be entitled to an LTI award (FY2015 LTI Award), comprising:

(a) 127,467 Performance Rights with a relative Total Shareholder Return (TSR) performance hurdle set against a peer group of companies and vesting conditions based on this hurdle and on continued employment;
(b) 91,781 Performance Rights with an earnings performance hurdle, with vesting conditions based on this hurdle and on continued employment; and
(c) 172,866 Options with a market price exercise price, with vesting conditions based on continued employment.

More details regarding the terms of these Equity Rights are set out below.

Reasons for the Equity Rights structure for the 2015 fi nancial year grant

The Company is an organisation with approximately 60% of its revenue generated from North America, and a signifi cant number of its executive team are based there.

Consequently, the Company must ensure that its executive remuneration approach refl ects United States (US) compensation systems/practices, while being cognisant of Australian practices. The Board is of the view that Mr Claro's FY2015 LTI Award meets both these requirements.

Reasons for approval

The approval of Shareholders is sought under Resolution 8 for the purposes of ASX Listing Rules 7.1 and 10.14.

Under ASX Listing Rule 7.1 (subject to certain exceptions), the Company must not issue equity securities (which include a right to a Share and a security convertible into a Share) which, when aggregated with the equity securities issued by the Company during the previous 12 months without Shareholder approval (or under a specifi ed exception), exceed 15% of the number of Shares on issue at the commencement of that 12-month period, unless the issue is approved by Shareholders.

If Resolution 8 is passed, then the Equity Rights, and any Shares issued on vesting and exercise of the Equity Rights, will not count towards the 15% limit imposed by ASX Listing Rule 7.1.

Exception 4 of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply to an issue of equity securities on the conversion of convertible securities if the Company complied with the ASX Listing Rules when it issued the convertible securities. Therefore, if Resolution 8 is passed, Shareholder approval is not required under ASX Listing Rule 7.1 for the future issue of any Shares on exercise of any of the Equity Rights.

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

ASX Listing Rule 10.11 provides that unless a specifi ed exception applies, the Company must not issue or agree to issue equity securities to a related party (which includes a director of the Company) without the approval of Shareholders. One of the exceptions to ASX Listing Rule 10.11 is if the issue of the securities is approved under ASX Listing Rule 10.14. Therefore, Shareholder approval is sought for the purposes of ASX Listing Rule 10.14, and if Resolution 8 is passed, Shareholder approval is not required under ASX Listing Rule 10.11 for the grant of the Equity Rights.

Additionally, Exception 7 of ASX Listing Rule 10.12 provides that ASX Listing Rule 10.11 does not apply if the director receives the securities on the conversion of convertible securities, if the Company complied with the ASX Listing Rules when it issued the convertible securities. Therefore, if Resolution 8 is passed, Shareholder approval is also not required under ASX Listing Rule 10.11 for the future issue of any Shares on exercise of any of the Equity Rights.

Detail of FY2015 LTI Award

If approved by Shareholders, Mr Claro will receive his FY2015 LTI Award in three components:

1. A grant of Performance Rights with a nil issue and exercise price, with automatic vesting based on the TSR of the Company relative to the performance of an international peer group of companies in the Company's sector (subject to a continued employment vesting condition described in more detail below) (TSR Performance Rights). The list of these comparators is in Annexure 1 to this Explanatory Memorandum. While performance hurdles for vesting are common in Australia, they are only used in a minority of US plans. This grant would constitute two-fi fths of Mr Claro's FY2015 LTI Award.
1. A grant of Performance Rights with a nil issue and exercise price, with automatic vesting based on the earnings performance of the Company (subject to a continued employment vesting condition described in more detail below) (Earnings Performance Rights). This grant would constitute two-fi fths of Mr Claro's FY2015 LTI Award.
1. A grant of Options, with an exercise price based on the average of the closing prices of the Shares traded on ASX in the ordinary course of trade during the fi ve trading days up to, but not including, the grant date (FY2015 Options). The FY2015 Options will vest automatically in three equal tranches on each of 31 August 2015, 31 August 2016 and 31 August 2017 (subject to a continued employment vesting condition described in more detail below). The vesting of any of the FY2015 Options is not subject to any performance hurdles. Whilst option grants without performance hurdles are uncommon in Australia, they are common practice in the US. Moreover, no gains will be available to Mr Claro unless the Share price of the Company increases above the exercise price for the FY2015 Options. This grant would constitute onefi fth of Mr Claro's FY2015 LTI Award.

The grant of the FY2015 LTI Award will provide:

a reward for strong performance relative to peers; and
a reward for generating returns for Shareholders,

with vesting based both on performance and on continued employment.

This LTI structure ensures that Mr Claro focuses on shareholder value creation relative to companies within the Company's industry, as well as earnings growth and absolute share price growth. This structure is more rigorous than other structures typically seen in the Australian market where, in diffi cult economic conditions, 100% of the LTI opportunity can still vest even if relative TSR performance is strong but no shareholder value has been created.

Accordingly, the Board believes that the proposed grant of the FY2015 LTI Award to Mr Claro is an approach which will support both the business direction of the Company in accordance with its 5 year strategic plan, and shareholder expectations.

Key terms of FY2015 Performance Rights

(a) 219,248 Performance Rights (which comprise 127,467 TSR Performance Rights and 91,781 Earnings Performance Rights) (FY2015 Performance Rights) will be granted to Mr Claro under the LTIP Rules, conditional on obtaining Shareholder approval pursuant to Resolution 8. A Performance Right is the right to be issued a Share upon satisfaction of all applicable vesting conditions for a nil issue price. Under the LTIP Rules, the Company may, in its discretion, cause existing Shares to be transferred to Mr Claro in satisfaction of its obligation to issue Shares to him on exercise of his FY2015 Performance Rights.
(b) Performance Period:

The performance period for the FY2015 Performance Rights is the three-year period commencing 1 July 2014 (Start Date) and ending 30 June 2017 (Test Date) (Performance Period).

The FY2015 Performance Rights will be tested for satisfaction of their vesting conditions at the Test Date. Any FY2015 Performance Rights which have not vested as at the Test Date will immediately lapse.

If the FY2015 Performance Rights vest, they will be automatically exercised (with no further action required on the part of Mr Claro) into Shares on 31 August 2017, being the last business day in August following the Test Date (Rights Vesting Date).

The TSR Performance Rights are subject to a vesting condition based on a TSR performance hurdle.

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

In order for any of Mr Claro's TSR Performance Rights granted to him under the FY2015 LTI Award to vest, the Company's TSR for the relevant Performance Period must be at the 50th percentile or higher against the TSRs of an international peer group of 15 specifi ed comparator companies in the Company's sector. The list of these comparators is in Annexure 1 to this Explanatory Memorandum.

Based on the Company's relative TSR performance over the Performance Period, Mr Claro's TSR Performance Rights will vest in accordance with the following table:

TSR of the Companyrelative to TSRs ofComparators	Proportion of TSRPerformance Rightsvesting
Less than the 50th percentile	0%
50th percentile	50%
Between 50th percentile and75th percentile	Straight-line vestingbetween 50% and 100%
75th percentile or higher	100%

TSR is calculated in each case on the following basis:

dividends are re-invested on the ex-dividend date;
share prices are calculated as a volume weighted average sale price of shares on the ASX for the three months preceding the Start Date and the three-month period up to and including the Test Date;
local currencies are used for non-Australian comparator companies, so currency movements are ignored; and
tax and any franking credits (or similar) will be ignored.
(d) Earnings Performance Hurdle:

The Earnings Performance Rights are subject to a vesting condition based on an earnings performance hurdle. This hurdle measures the Company's cumulative Earnings per Share (EPS) growth over the Performance Period.

The proportion of Earnings Performance Rights that vest will be determined in accordance with the vesting schedule below. The EPS hurdle assesses the success of the business in generating continued growth in earnings.

The EPS vesting schedule is as follows:

EPS Growth Target	Proportion of EarningsPerformance Rightsvesting
Cumulative EPS target ofless than $1.70	0%
Cumulative EPS target of$1.70	50%
Cumulative EPS target ofbetween $1.70 and $2.00	Straight-line vestingbetween 50% and 100%
Cumulative EPS target ofgreater than $2.00	100%

The EPS fi gure of the Company for a particular fi nancial year (EPS Figure) is calculated taking the profi t after tax of the Company and dividing it by the number of Company shares outstanding on the basis of diluted shares that takes into account the dilutive effect of share-based awards.

In the case of a bonus or pro-rata issue of shares, or certain other reorganisations of capital of the Company, then the methodology for calculating the EPS Figure shall be adjusted accordingly so that parity is preserved.

The Board may adjust the EPS Figure to exclude the effects of material business acquisitions or divestments and for certain one-off costs.

(e) Continued employment vesting condition:

In addition to the Company meeting the applicable TSR performance hurdle and the earnings performance hurdle specifi ed above, Mr Claro must also continue to be a full-time employee of the Company (or its subsidiary) at the Rights Vesting Date for the FY2015 Performance Rights to vest.

Unvested FY2015 Performance Rights lapse upon Mr Claro ceasing to be an employee, subject to his Executive Employment Agreement dated 7 October 2013 which may allow continued vesting in certain circumstances (referred to as a Qualifying Cessation). A Qualifying Cessation allowing continued vesting of any unvested FY2015 Performance Rights will occur in the following circumstances:

(i) If Mr Claro's employment is terminated by the Company for convenience, unless the Board determines otherwise acting reasonably having regard to the performance of Mr Claro over the preceding years.
(ii) If Mr Claro terminates his employment for good reason.
(iii) If Mr Claro's employment is terminated on his death or permanent disablement, or in other circumstances determined at the discretion of the Board.

In the event of a Qualifying Cessation on or prior to the Test Date, Mr Claro's unvested FY2015 Performance Rights will not immediately lapse, but instead will be retained and tested for satisfaction of vesting conditions at the end of the Performance Period (that is, the Test Date).

Where there is a Qualifying Cessation after the Test Date but prior to the Rights Vesting Date, Mr Claro's vested FY2015 Performance Rights will, assuming they have satisfi ed the vesting conditions, not lapse but will instead be automatically exercised on the Rights Vesting Date.

All FY2015 Performance Rights will lapse and be immediately forfeited in cases of fraud, gross dishonesty or termination of Mr Claro's employment for cause.

(f) Change of control:

The Board has the discretion to immediately vest Mr Claro's unvested FY2015 Performance Rights if:

a person who did not control the Company at the date of grant of the FY2015 Performance Rights gains control of the Company; or
a takeover bid is recommended by the Board, or a scheme of arrangement which would have a similar effect to a full takeover bid is approved by the Company's Shareholders.

Key terms of FY2015 Options

(a) 172,866 Options will be granted to Mr Claro under the FY2015 LTI Award, conditional on obtaining Shareholder approval to Resolution 8. An Option is a right to be issued a Share upon the applicable vesting conditions being met and payment of the exercise price. The FY2015 Options to be issued to Mr Claro will be issued for nil issue price. Under the LTIP Rules, the Company may, in its discretion, cause existing Shares to be transferred to Mr Claro in satisfaction of its obligation to issue Shares to him on exercise of his FY2015 Options.

(b) The exercise price of the FY2015 Options will be calculated using the average of the closing prices of the Shares traded on the ASX in the ordinary course of trade during the fi ve trading days up to, but not including, the date of grant of the FY2015 Options. If Resolution 8 is passed, the FY2015 Options will be granted to Mr Claro on 14 November 2014.
(c) The FY2015 Options will vest, and become exercisable, in three equal tranches over approximately three years on 31 August 2015, 31 August 2016 and 31 August 2017 (Options Vesting Date) as set out below (Vesting Schedule).

Vesting Schedule
	Number ofFY2015 Optionswhich will vest	Date
Tranche 1	57,622	31 August 2015
Tranche 2	57,622	31 August 2016
Tranche 3	57,622	31 August 2017

(d) Once vested, the FY2015 Options can be exercised up until the date which is 7 years from the date of their grant, at which time all unexercised FY2015 Options will expire.
(e) Continued employment vesting condition:

Mr Claro must continue to be a full-time employee of the Company (or its subsidiary) at the relevant Options Vesting Date for the relevant tranche of FY2015 Options to vest.

Unvested FY2015 Options lapse upon Mr Claro ceasing to be an employee, subject to his Executive Employment Agreement dated 7 October 2013 which may allow continued vesting in certain circumstances (referred to as a Qualifying Cessation). These circumstances are detailed above in paragraph (e) under the heading 'Key terms of FY2015 Performance Rights'.

In the event of a Qualifying Cessation, Mr Claro's unvested FY2015 Options will not immediately lapse, but instead will vest in accordance with the original Vesting Schedule.

All FY2015 Options will lapse and be immediately forfeited in cases of fraud, gross dishonesty or termination of Mr Claro's employment for cause.

(f) Change of control:

The Board has the discretion to immediately vest Mr Claro's unvested FY2015 Options if:

a person who did not control the Company at the date of grant of the FY2015 Options gains control of the Company; or
a takeover bid is recommended by the Board, or a scheme of arrangement which would have a similar effect to a full takeover bid is approved by the Company's Shareholders.

Equity Rights generally

In relation to both Performance Rights and Options, the Plan Rules:

(a) prohibit the executive from hedging unvested awards;
(b) allow the Company to settle awards in cash upon vesting at the Board's discretion;
(c) state that if, prior to their exercise, the Company undergoes a reorganisation of capital (other than by way of a bonus

issue or issue for cash), the terms of the Equity Rights will be changed to the extent necessary to comply with the ASX Listing Rules as they apply at the relevant time to a reorganisation of capital at the time of the reorganisation; and

(d) state that the holder is not entitled to participate in a new issue of shares or other securities made by the Company to holders of its shares unless the Equity Rights are vested and exercised before the record date for the relevant issue.

ASX Listing Rules requirements

The following information is provided for the purposes of these ASX Listing Rules 7.3 and 10.15A:

(a) The approval sought under Resolution 8 is in relation to the grant of securities (being the Equity Securities under Mr Claro's FY2015 LTI Award) to Mr Claro, who is a director of the Company.
(b) Under Mr Claro's FY2015 LTI Award, the maximum number of FY2015 Performance Rights that will be granted to him is 219,248 and the maximum number of FY2015 Options that will be granted to him is 172,866. Each FY2015 Performance Right and FY2015 Option, on vesting, entitles Mr Claro to be issued one Share.
(c) No issue price is payable by Mr Claro for the grant of the FY2015 Performance Rights and FY2015 Options to him.

No exercise price is payable to exercise the FY2015 Performance Rights (subject to the vesting conditions being satisfi ed).

The exercise price of the FY2015 Options is based on the average of the closing prices of the Shares traded on the ASX in the ordinary course of trade during the fi ve trading days up to, but not including, the grant date of the FY2015 Options.

(d) No funds are being raised from the grant of the FY2015 Performance Rights or FY2015 Options.
(e) The terms of the FY2015 Performance Rights and FY2015 Options proposed to be granted to Mr Claro are summarised above. Shares issued on exercise of any of the FY2015 Performance Rights and FY2015 Options have the same rights as the then existing fully paid ordinary shares of the Company.
(f) Since the date of the last Shareholder approval under ASX Listing Rule 10.14 (being 14 November 2013), grants of 201,589 Performance Rights, 138,714 Options and 116,505 Restricted Stock Units were made to Mr Claro for nil consideration under the LTIP.
(g) All Directors are eligible under the terms of the LTIP to participate in the LTIP, although there is no intention to make awards to Non-Executive Directors. The names of the current Directors are Mr Robert Bass, Mr Norman Bobins (who will retire at the conclusion of this Annual General Meeting), Mr Geoffrey Brunsdon, Mr Galdino Claro, Mr John DiLacqua, Mr Gerald Morris (who will retire at the conclusion of this Annual General Meeting), Mr Christopher Renwick, Mrs Heather Ridout, Mr Tamotsu Sato and Mr James Thompson. In addition, Ms Deborah O'Toole and Ms Georgia Nelson have both agreed to be appointed as Non-Executive Directors with effect from 1 November 2014.
(h) If Resolution 8 is passed, the FY2015 Performance Rights and FY2015 Options will be granted to Mr Claro on 14 November 2014.

EXPLANATORY MEMORANDUM FOR THE 2014 ANNUAL GENERAL MEETING (MEETING)

(i) No loan is advanced to Mr Claro in relation to the proposed grant of the FY2015 Performance Rights and FY2015 Options to him.
(j) A voting exclusion statement for Resolution 8 is set out below.
(k) The following statements are provided as required by ASX Listing Rule 10.15A.8:
- o Details of any securities issued under the LTIP will be published in each annual report of the Company relating to a period in which securities have been issued, together with a statement that approval for the issue of the securities was obtained under ASX Listing Rule 10.14.
- o Any additional persons who become entitled to participate in the LTIP after this Resolution 8 is approved, who require approval under ASX Listing Rule 10.14 to participate and who are not named in this Notice, will not participate in the LTIP until approval is obtained under ASX Listing Rule 10.14.

Voting exclusion statement

The Company will disregard any votes cast on Resolution 8:

by Mr Claro and any other Director of the Company (and any of their associates); and
by a KMP, or a closely related party of a KMP, as a proxy,

unless the vote is cast as proxy for a person entitled to vote on Resolution 8:

in accordance with a direction in the Proxy Form; or
by the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman to exercise an undirected proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP (please refer to the Proxy Form for this authorisation).

Board's recommendation

The Board, with Mr Claro absent and not voting, unanimously recommends you vote in favour of Resolution 8 which will complete the Company's remuneration strategy for Mr Claro for the 2015 fi nancial year.

RESOLUTION 9 – TERMINATION BENEFITS

Background

Under section 200B of the Corporations Act, the Company must not give a person a benefi t in connection with the person's retirement from an offi ce, or position of employment, in the Company (or a related body corporate of the Company) (each, a Group Company) if:

the offi ce or position is a managerial or executive offi ce; or
the person has, at any time during the last three years before their retirement, held a managerial or executive offi ce in a Group Company,

unless Shareholder approval is obtained under section 200E of the Corporations Act for the giving of the benefi t (or if a specifi ed exception applies).

A "benefi t" is defi ned broadly in the Corporations Act to include a payment or other valuable consideration. It also includes the accelerated or automatic vesting of share-based payments on or as a result of retirement from an offi ce or position, a payment made in lieu of giving of notice of termination and a payment that is made as part of a restrictive covenant, restraint-of-trade clause or non-compete clause.

There are exceptions for the provision of certain kinds of benefi ts, such as statutory entitlements to accrued annual and long service leave and certain benefi ts within a monetary cap. This monetary cap is, in broad terms, equivalent to one year's annual average base salary of the relevant person over the period during which that person held a managerial or executive offi ce (up to a period of three years).

If a termination benefi t is given in excess of what is permitted under the Corporations Act, a breach of the Corporations Act can occur even if the person receiving the benefi t is entitled to the benefi t under their contractual arrangements with a Group Company.

Having regard to the potentially wide application of the restriction under section 200B of the Corporations Act, the Directors consider it to be appropriate and prudent to seek Shareholder approval under sections 200B and 200E of the Corporations Act, so that termination benefi ts may be paid or provided to relevant executives without breach of the Corporations Act.

Who does the approval relate to?

Persons affected by the restriction under section 200B of the Corporations Act, and in respect of whom approval is being sought under this Resolution 9, are any current or future director or employee who, at the time of his or her cessation from his or her offi ce or employment, or at any time during the last three years before his or her cessation from his or her offi ce or employment, held a managerial or executive offi ce in a Group Company (Relevant Executives). These include members of the Company's KMP and directors of the Company's subsidiaries.

Relevant Executives are employed through a number of Group Companies and, due to the Group's global scale, many of the Relevant Executives are employed outside Australia, particularly in the United States where the Group competes for much of its talent and business. The remuneration practices of the Group have therefore been designed to be consistent with local practices and regulations in the jurisdictions where these Relevant Executives are employed.

As at the date of this Explanatory Memorandum, the Relevant Executives include:

the KMPs of the Company, who are currently:
- o Galdino Claro Group Chief Executive Offi cer and Managing Director;
- o Bob Kelman Managing Director, European Metals;
- o Steve Skurnac President Global Sims Recycling Solutions;
- o Fred Knechtel Group Chief Financial Offi cer (who will commence employment with the Company in November 2014); and
- o Darron McGree Managing Director Australia and New Zealand Metals.

Details about the remuneration of these executives (other than Mr Knechtel who will commence employment with the Company in November 2014) are included in the Remuneration Report; and

other executives who hold a "managerial or executive offi ce" in the Company or a related body corporate. Executives who may fall into this category include those who are not KMPs but who hold a management position and also serve as a director of one or more of the Company's subsidiaries.

Although the number will vary from time to time, the Company estimates that there are currently approximately 30 Relevant Executives that the restriction under section 200B of the Corporations Act could apply to.

It is important to note that Resolution 9 seeks approval, not just for the persons identifi ed above, but also for any other current or future director or employee who, at the time of his or her termination or at any time in the three years prior to that date, was a KMP of the Company or held a managerial or executive offi ce in the Company or a related body corporate.

Categories of termination benefi ts approval is being sought for

Shareholder approval is sought for the purposes of sections 200B and 200E of the Corporations Act for termination benefi ts that may be provided to Relevant Executives under the following agreements or plans:

(a) individual employment agreements or service contracts (Employment Agreements);
(b) the Company's Short-Term Incentive Plan (STI Plan);
(c) the Company's Long-Term Incentive Plan (LTI Plan);
(d) medical, insurance, pension and superannuation plans and schemes;
(e) the redundancy policy of Sims Group Australia Holdings Limited (a subsidiary of the Company) and the Group's legacy redundancy policy (Redundancy Policies); and
(f) other practices and policies described in Annexure 2.

Further information about these potential termination benefi ts is set out in Annexure 2.

Aspects of the Group's Employment Agreements, STI Plan, LTI Plan, Redundancy Policies and other employment practices and policies may be varied from time to time by the Company in line with market practice, changing governance standards and needs of the Group. Where relevant, these changes will be reported in the Company's Remuneration Report. However, it is intended that the approval set out in Resolution 9 will remain valid despite such variation, as long as the termination benefi ts continue to be within the scope of benefi ts set out in this Explanatory Memorandum.

Value of the termination benefi ts

Under section 200E of the Corporations Act, when seeking Shareholder approval of a termination benefi t, Shareholders must be given details of the amount or value of the proposed payment or benefi t, or if that amount or value cannot be ascertained at the time of disclosure, the manner in which that amount or value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount or value.

The amount and value of the termination benefi ts that may be provided to each Relevant Executive cannot be ascertained in advance. This is because various matters, events and circumstances (including the manner in which the individual retires from their role, the length of time they have been in their role, fl uctuations in the Company's share price and the exercise of discretions by the Board or Remuneration Committee), some of which are not within the Company's control, will or are likely to affect the calculation of the amount or value. Annexure 3 sets out the manner in which the amount or value of the potential benefi ts will be calculated, and the matters, events and circumstances that will affect the calculation of that amount or value.

The amount and value of the benefi ts for which Shareholder approval is being sought under Resolution 9 is the maximum amount or value of the benefi t that could be provided to the Relevant Executive in connection with that person ceasing to hold an offi ce, or position of employment, in the Company or a related body corporate.

Effect of the approval

Enables the Group to provide maximum benefi ts set out in this Explanatory Memorandum

If Shareholder approval is obtained to Resolution 9, then the Group will be able to provide termination benefi ts to Relevant Executives up to the maximum scope, amount and value described in this Explanatory Memorandum (including in Annexures 2 and 3). In particular, the Board will be able to exercise the discretions described in Annexure 2.

If approved by Shareholders, these benefi ts may be given to current or future Relevant Executives, and under existing, varied or new arrangements.

KMPs

All of the current KMPs of the Company (other than Mr McGree, who has a pre-existing employment agreement) have entered into new employment agreements with the Company (or a related body corporate) which entitle them to, subject to Shareholder approval, termination benefi ts on substantially similar terms to those approved by Shareholders at the Company's 2013 Annual General Meeting for the Group Chief Executive Offi cer, Mr Claro. Shareholder approval to Resolution 9 will enable the Company to implement these new arrangements. If Shareholder approval is not obtained, the Company would need to consider potential alternative arrangements for these KMPs which may affect the Company's ability to treat the KMPs on a consistent basis and impact on its ability to retain them or recruit new executives, particularly in the United States. The signing of these KMPs to new employment agreements was an integral precursor to the Company's fi ve year strategic plan that was announced to the market on 23 July 2014. The termination benefi ts that these KMPs would be entitled to, if approved, are linked to 12 month non-compete and non-solicitation provisions contained in their employment agreements.

If Shareholder approval is obtained, it is the Company's current intention that all future KMPs will be provided termination benefi ts on terms which are substantially similar. Annexure 2 contains details of the potential benefi ts that the Company proposes to provide to current and future KMPs.

Any termination benefi ts provided to KMPs from time to time will be disclosed in the Company's Remuneration Report for the relevant year.

Non KMP Executives

As noted above, Resolution 9 also covers other Relevant Executives who are not KMPs (Non KMP Executives). A number of these Non KMP Executives are entitled to termination benefi ts under their existing agreements with the Company (or a related body corporate), where some of these benefi ts are in accordance with local market practice in the jurisdiction in which that Non KMP Executive is employed.

Approval by Shareholders of Resolution 9 will also enable the Group to meet its contractual obligations to provide termination benefi ts to these Non KMP Executives where it might otherwise have been prohibited from providing that benefi t under the Corporations Act.

Other effects

Further, Shareholder approval to Resolution 9 will enable the Group to:

remunerate Relevant Executives and generally operate a remuneration framework in a way that the Board considers is in the interests of the Company, within the scope set out in this Explanatory Memorandum (including, in particular, Annexures 2 and 3). This includes enabling the Board (or its delegate) to exercise those discretions referred to in Annexure 2, in favour of the Relevant Executive where the Board considers appropriate;
as mentioned above, give effect to existing arrangements with Relevant Executives (including the proposed new arrangements with the KMPs);
give effect to its LTI Plan, STI Plan, Redundancy Policies and other plans and policies, including enabling the Board (or its delegate) to exercise its discretion under those plans and policies as referred to in Annexure 2;
give effect to the remuneration practices in the markets that the Group operates in (particularly its largest operational jurisdiction of the United States) that the Board considers is fair and reasonable;
as far as possible and as the Board considers appropriate, apply consistent remuneration practices across jurisdictions;
increase certainty for staff regarding their current and future remuneration arrangements; and
implement with a degree of certainty its fi ve year strategic plan that was announced to the market on 23 July 2014.

If Resolution 9 is not passed, the Group's ability to achieve the objectives mentioned above may be affected. It may also affect the willingness of employees to join the Group or serve as a KMP or a director of a Group Company, and the Group's ability to retain employees or recruit new executives, particularly in the United States.

Voting exclusion statement

A vote must not be cast on Resolution 9:

(in any capacity) by or on behalf of any person who may be entitled to receive a benefi t in connection with that person's retirement from offi ce or position of employment, the subject of Resolution 9, or an associate of such a person; or
by a KMP, or a closely related party of a KMP, as a proxy,

unless the vote is cast as proxy for a person entitled to vote on Resolution 9:

in accordance with a direction in the Proxy Form; or
by the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman to exercise an undirected proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP (please refer to the Proxy Form for this authorisation).

Board's recommendation

The Board (with Mr Claro absent) has formed the view that the termination benefi ts described in this Explanatory Memorandum are fair and reasonable. The Board, with Mr Claro absent and not voting, therefore unanimously recommends you vote in favour of Resolution 9.

ANNEXURE 1

Comparator companies for TSR performance hurdle

AK Steel
Alcoa
Allegheny Technologies
ArcelorMittal
Arrium
BlueScope Steel
Commercial Metals
Gerdau
Nucor
POSCO
Reliance Steel
Schnitzer Steel
Steel Dynamics
Tokyo Steel
U.S. Steel

ANNEXURE 2

Summary of potential termination benefi ts for which approval is being sought

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMP	Non KMP Executives
Employment	Payment in lieu of notice	Payment in lieu of notice
AgreementsAll of the RelevantExecutives who areKMPs as described in theRemuneration Reportare employed underEmployment Agreements.Further details about theEmployment Agreementsof those KMPs arecontained in section F ofthe Remuneration Report.For the KMPs (other thanMr McGree, who has a	The Employment Agreements for KMPs (otherthan Mr McGree) typically contain or will containthe ability for the Company or the relevantGroup Company that is the employer (EmployerCompany) to make a payment in lieu of some or allof the applicable termination notice period (which isthree months).In the case of Mr McGree, the Employer Companymay make a payment in lieu of the applicabletermination notice period which is 12 months.Where payment in lieu of notice is made, thepayment will be calculated by reference to theKMP's total fi xed remuneration.	The Employment Agreements for some of theNon KMP Executives also contain or will containthe ability for the Employer Company to make apayment in lieu of some or all of the applicabletermination notice period (which is between onemonth and 12 months).The payment in lieu of notice will also be calculatedby reference to the Non KMP Executive's total fi xedremuneration.
pre-existing agreement),the potential terminationbenefi ts available to themunder their EmploymentAgreements are or willbe substantially similarto those that Mr Clarois entitled to and whichwere approved byShareholders at theCompany's 2013 AnnualGeneral Meeting.The other RelevantExecutives (Non KMPExecutives) are, or willbe, also employed underEmployment Agreements,the terms and conditionsof which may vary fromindividual to individual.	Severance paymentUnder the Employment Agreements for KMPs(other than Mr McGree), the KMPs may be entitledto a severance payment of up to 12 monthstotal fi xed remuneration on termination of theiremployment:by the Employer Company for convenience; orby the KMPs for Good Reason."Good Reason" includes (amongst other events)where there has been a material diminution oradverse change in the KMP's title or responsibilities,material reduction in the KMP's base remunerationor target incentive levels under the STI Plan orLTI Plan, a material breach of the terms of theKMP's Employment Agreement by the EmployerCompany that is not cured within a specifi edperiod, and a change of control of the Companyand the new controller of the Company does notassume the Company's obligations under the KMP'sEmployment Agreement.Mr McGree is not entitled to a severance paymentunder his Employment Agreement but, in the caseof redundancy, may be entitled to a redundancypayment as described below in the "Redundancy	Severance paymentSome of the Non KMP Executives may also beentitled to a severance payment of up to 12months total fi xed remuneration on termination oftheir employment:by the Employer Company for convenience; orby the Non KMP Executive for Good Reason.In these Employment Agreements for Non KMPExecutives, "Good Reason" will typically includeevents which are similar to those under theKMP Employment Agreements, but may alsoinclude a circumstance where there has been amaterial change by the Employer Company inthe geographic location at which the Non KMPExecutive must perform his or her services.

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMP	Non KMP Executives
	Accrued benefi ts	Accrued benefi ts
	Accrued, but untaken total fi xed remuneration,holiday leave, long service leave and other leave,and reimbursement for incurred expenses will bepaid out on cessation of employment.	The Non KMP Executives are also, or will also be,entitled, under their Employment Agreements,to receive similar accrued and unpaid benefi ts asdescribed in the previous column for the KMPs.
	Leave will be accrued and paid out in accordancewith contractual obligations, the law and practicein the relevant jurisdiction, as well as any applicableGroup policy (e.g. the Group's Paid Time Off Policyfor Group employees located in the United States),which may be greater than the entitlements underlaw.
	Pro-rata bonus	Pro-rata bonus
	The Employment Agreements for KMPs typicallyprovide, or will provide, that the unpaid portionof any STI bonus accrued up to the terminationdate may be payable to the KMP in circumstanceswhere:the KMP is terminated by the EmployerCompany for convenience;	Some Non KMP Executives may also be entitled,under their Employment Agreements, to receive, ontermination of their employment by the EmployerCompany without cause or by the Non KMPExecutive for Good Reason (described above), theaccrued but unpaid portion of their STI bonus up tothe date of termination.
	the KMP terminates his or her employment for	Additional bonus
	Good Reason;the employment is terminated on the KMP'sdeath or permanent disablement; or	In addition to an entitlement to a pro-rata bonusas described above, some Non KMP Executivesmay also be entitled, under their Employment
	where the employment is terminated in othercircumstances determined at the discretion ofthe Board.	Agreements, if their employment is terminated bythe Employer Company without cause or by theNon KMP Executive for Good Reason, to a payment
	However, in certain circumstances, the Board hasthe discretion not to pay a KMP their pro-ratabonus having regard to the performance of thatKMP over the preceding years.	of up to 100% of the Non KMP Executive'smaximum STI bonus entitlement.
	Continued equity award vesting	Continued equity award vesting
	The Company (or the Employer Company) hasagreed with a number of KMPs, and may agreewith other KMPs, to continued vesting of equityawards under the LTI Plan (subject to any applicableperformance hurdles) granted to them beforetermination where:the KMP is terminated by the Employer	Some Non KMP Executives are, or may, also beentitled to continued vesting (subject to anyapplicable performance hurdles) of their equityawards granted to them under the LTI Plan beforethe termination if their employment is terminatedby the Employer Company without cause or by theNon KMP Executive for Good Reason.
	Company for convenience;the KMP terminates his or her employment for
	Good Reason;the employment is terminated on the KMP's
	death or permanent disablement; orwhere the employment is terminated in othercircumstances determined at the discretion ofthe Board.

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMP	Non KMP Executives
	Payment for restrictive covenants	Payment for restrictive covenants
	The Company (or the Employer Company) maymake payment in consideration for entry bythe departing KMP into (or the extension of)restrictive, non-solicit and/or non-competecovenants as the Board may consider appropriateto protect the interests of the Group, and whichwould be in addition to any contractual rights theEmployer Company may already have under the	The Company (or the Employer Company) hasagreed, or may agree, to make payment to someNon KMP Executives in consideration for restrictive,non-solicit and/or non-compete covenants. Thelength of these covenants may be up to 12 months.The Employment Agreements for some Non KMPExecutives provide that if a non-compete or nonsolicit covenant period is imposed on the Non
	Employment Agreements.The length of such covenants would typically bebetween three and 12 months and the amount ofthe payment for the covenant will be determinedby the Board based on the content and duration ofthe covenant.	KMP Executive, he or she must be paid "as normal"during his or her covenant period. This may includean entitlement to STI bonus payments as if he orshe were fulfi lling his or her duties as normal duringthat period.
	Continued medical benefi ts	Continued medical benefi ts
	The Company (or the Employer Company) mayprovide continued medical benefi ts and healthinsurance coverage (including continued healthinsurance coverage under the US ConsolidatedOmnibus Budget Reconciliation Act of 1985),generally for United States employees and fora period of up to 12 months from cessation ofemployment.	Some Non KMP Executives may also be entitledto continued medical benefi ts as described in theprevious column for KMPs.
STI Plan	Both KMPs and Non KMP Executives may be entitled to participate in the Company's STI Plan.
Under the STI Plan,Relevant Executives havethe opportunity to earnan annual bonus incentivebased on the achievementof pre-defi ned targetsover the fi scal year.Further details about theSTI Plan are containedin section C of theCompany's RemunerationReport.	Under the STI Plan and invitation letters issued thereunder, if the Relevant Executive is terminatedthrough a "Qualifying Cessation", then the Relevant Executive is entitled to receive a pro-rated portion ofhis or her STI bonus opportunity based on the portion of the performance year served, provided that theRelevant Executive has been performing at a satisfactory level and is considered by the business to be ingood standing (ie not the subject of any corrective or disciplinary action instituted by the Group).
	A Qualifying Cessation is typically where the Relevant Executive ceases employment due to:death;
	total or permanent disablement;redundancy; orother circumstances determined at the discretion of the Remuneration Committee.
	The Company has the discretion to provide, in the Relevant Executive's invitation letter, for alternativearrangements to that described above.
	The Company (or relevant Employer Company) has also agreed to varied arrangements regardingthe treatment of the STI bonus on termination of employment with most KMPs and some Non KMPExecutives, as described above in the "Employment Agreements" section of this table.

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMPNon KMP Executives
LTI Plan	Both KMPs and Non KMP Executives may be entitled to participate in the Company's LTI Plan.
Under the LTI Plan,Relevant Executives maybe granted performancerights, which vest upon	Generally, unvested awards made under the LTI Plan will lapse if the Relevant Executive ceases to be anemployee before the relevant vesting date.However, the Relevant Executive's LTI invitation letter may provide that the Relevant Executive's awards
the satisfaction ofapplicable performancehurdles, and options orphantom options, whichvest according to a timebased vesting schedule.Further details about theLTI Plan are containedin section C of theCompany's RemunerationReport.	continue to vest in certain circumstances, referred to as a "Qualifying Cessation".A Qualifying Cessation is typically where the Relevant Executive ceases employment due to:death;total or permanent disablement;redundancy; orother circumstances determined at the discretion of the Board.A Qualifying Cessation will not include where the Relevant Executive's employment ceases due totermination by the Employer Company for cause (in such a case, the Relevant Executive's unvestedawards under the LTI Plan will lapse).However, a Qualifying Cessation may include other circumstances determined at the discretion ofthe Board. These include where the Employment Agreement of the Relevant Executive provides forcircumstances where the LTI award may continue to vest notwithstanding the Relevant Executive'semployment being terminated. These are described above in the "Employment Agreements" section ofthis table.
	In the circumstances of a Qualifying Cessation, specifi ed awards made to a Relevant Executive underthe LTI Plan prior to the cessation date will continue to vest in accordance with the terms and conditionsof their grant as if the Relevant Executive was still employed by the Employer Company and (if anyperformance hurdles are applicable) based on the actual performance results of the Group.
Pension orsuperannuationschemesThe Group operatesor participates in anumber of pension	The Company (or relevant Employer Company) makes compulsory superannuation contributions requiredby Australian law on behalf of applicable Relevant Executives into complying funds. Relevant Executivesmay also choose to salary sacrifi ce additional employer contributions. The payment of superannuationbenefi ts to a Relevant Executive on their termination (for instance, due to his or her death, disablement orother circumstances specifi ed by the applicable rules) may be a termination benefi t of the type caught bythe Corporations Act.
and superannuation	There may also be Relevant Executives who are entitled to benefi ts under legacy defi ned benefi t schemes.
schemes (including"401(k) plans", salarydeferral plans, defi nedcontribution schemes anddefi ned benefi t schemes)throughout the world. Thefunding of these plansand schemes complieswith local regulations but,in some circumstances,may be greater than theminimum entitlementsrequired under law.	In addition, the Group's international presence means that a number of its Relevant Executives mayparticipate in a variety of pension schemes which are not considered superannuation funds for thepurposes of the Corporations Act. These include "401(k) plans" and salary deferral plans, under which theCompany (or Employer Company) may make company contributions as permitted by applicable law in therelevant jurisdiction.

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMP	Non KMP Executives
Redundancy Policies	General Redundancy Policy
The Company's Australiansubsidiary Sims Group	The General Redundancy Policy applies to all salaried non-award employees who are employed by SimsGroup Australia Holdings Limited or any of its subsidiaries.
Australia Holdings Limitedhas in place a RedundancyPolicy for its salariednon-award Australasianemployees (GeneralRedundancy Policy).The Group also has a	Under the General Redundancy Policy, if a Relevant Executive who falls within the application of thePolicy is made redundant, the Relevant Executive will be entitled to three weeks remuneration per year ofservice (or part thereof), up to a maximum of 12 or 18 months entitlement (depending on the RelevantExecutive's position). Remuneration for this purpose will be calculated on the basis of the RelevantExecutive's then approved base salary, gross value of the most recent annual bonus paid, value of anycompany vehicle provided in the Relevant Executive's package and the value (or notional value) of theGroup's contributions to the Relevant Executive's superannuation or pension fund.
legacy redundancy policy(Legacy RedundancyPolicy).	and outplacement counselling with a consulting company.	The Relevant Executive will also be entitled to a resignation benefi t according to the applicable rules of hisor her superannuation or pension fund, his or her company vehicle (if applicable) at market trade-in value
	"Redundancy" of a Relevant Executive includes circumstances where:
	the Group no longer requires the Relevant Executive's job to be done either at all or in anotherreason);	location in the same country as the country the Relevant Executive normally resides (for whatever
	if the Relevant Executive is an expatriate employee, the Group no longer requires the RelevantExecutive's job to be done at all (for whatever reason) or, at the conclusion of his or her period ofsecondment, does not offer the Relevant Executive a position in another country in which the Groupoperates of comparable status and authority to that which he or she enjoyed immediately prior to hisor her initial period of secondment;
	position available; or	the job description or requirements of a position are changed or redefi ned in a way which renders theRelevant Executive who holds that position unsuitable for that position and there is no comparable
	diminishing his or her status and authority.	there is a change in the responsibilities of the Relevant Executive which has the effect of materially
	Legacy Redundancy Policy
	The Group also has a Legacy Redundancy Policy which may apply to some Relevant Executives. Underthis Policy, if a Relevant Executive to whom this Policy applies is made redundant, he or she will beentitled to up to six months' notice (or payment in lieu) and a severance payment of up to three weekspayment. Under this Policy, remuneration will be calculated as the total of the Relevant Executive'sremuneration used in his or her last review, the value of the company vehicle provided and the value ofthe Company's contributions to the Relevant Executive's superannuation fund.	remuneration per year of service (or part thereof) up to a maximum of six, nine or 12 months (dependingon the Relevant Executive's position). The notice period is included as service for calculating the severance
	The Relevant Executive will also be entitled to a resignation benefi t according to the applicable rules ofhis or her superannuation fund, his or her company vehicle (if applicable) at market trade-in value (orin accordance with any purchase agreement in place), continuation of housing loans (if applicable) atthe then current rate for up to three months following termination and outplacement counselling with aconsulting company.
	In some cases, the severance payment under the applicable Redundancy Policy may be in addition topayment in lieu of notice or any payment for restrictive covenants.

Agreement / Plan	Potential benefi ts / treatment on cessation of employment
	KMP	Non KMP Executives
Insurance premiums andpay-outs	The Company (or Employer Company) pays insurance premiums to obtain death and disability coveragefor Relevant Executives.The types of insurance policies that the Group currently takes out and pays the premiums for include:travel and transportation insurance policies, which include a death and disability benefi t;death and disability policies; andstatutory workers' compensation arrangements, which include a death and disability benefi t.In some jurisdictions, particularly the United States, the Group also pays for medical benefi ts and healthinsurance coverage in accordance with local market practice.


	Under some of these policies, the pay-out by the insurer will be made to the Company (or EmployerCompany) by the insurer and in most circumstances, that amount is then paid to the insured RelevantExecutive or his or her benefi ciaries by the Company (or Employer Company).
Other benefi ts	At the discretion of the Board or the Remuneration Committee, the Company or the Employer Companymay pay or give other reasonable termination benefi ts under the Group's policies from time to time orin accordance with the Relevant Executive's Employment Agreement, such as outplacement services,relocation or expatriation benefi ts and payment of reasonable professional fees (such as for legal or taxadvice). In some cases, after cessation of their employment, Relevant Executives may also be permittedby the Company (or Employer Company) or acquire their company vehicle.	to keep the mobile phones, computers, tablets or other electronic devices that had been provided to them

ANNEXURE 3

Matters, events and circumstances which will, or are likely to, affect the calculation of the amount or value of the benefi ts

Agreement / Plan	Matter, event or circumstance
EmploymentAgreements	The following are the matters, events and circumstances which will, or are likely to, affect the calculation of theamount or value of the potential termination benefi ts that may be given under the Employment Agreements forthe Relevant Executives:
	The circumstances of the Relevant Executive's cessation of employment (for example, whether theemployment is terminated immediately or with notice, or by the Employer Company or the RelevantExecutive, and for what reason).
	The Relevant Executive's length of service.
	The length of the notice period and whether the Group's operational requirements at the time require theRelevant Executive to work through all or part of his or her notice period.
	The amount of holiday and other leave accrued by the Relevant Executive at the time of cessation ofemployment.
	The Relevant Executive's total fi xed remuneration at the time of cessation of employment.
	The statutory requirements and market practice of the jurisdiction in which the Relevant Executive isemployed.
	The Group's policies as applicable at the relevant time.
	The content and duration of the restrictive covenant and prevailing market practice.
	The manner in which the Board or the Remuneration Committee exercises its discretion (for example, inrelation to payment for restrictive covenants).
	To the extent that the Employment Agreement provides for any termination benefi ts which are awardsunder the STI Plan or LTI Plan, the matters, events and circumstances referred to in this table below inrelation to the STI Plan and LTI Plan are also relevant.

Agreement / Plan	Matter, event or circumstance
STI Plan and LTIPlan	The following are the matters, events and circumstances which will, or are likely to, affect the calculation of theamount or value of the potential termination benefi ts that may be given under the STI Plan or LTI Plan:
	The circumstances of the Relevant Executive's cessation of employment (for example, whether thecessation of employment arises due to termination by the Employer Company or the Relevant Executive,and for what reason).
	The Relevant Executive's entitlement under the STI Plan or LTI Plan (as applicable) at the time of cessationof employment and the conditions of such entitlement.
	The type and number of awards held by the Relevant Executive at the time of cessation of employment,and the conditions (if any) of vesting of such awards.
	The applicable performance measures and the achievement of such measures.
	The portion of the performance period served by the Relevant Executive up to the cessation ofemployment.
	The personal performance of the Relevant Executive.
	The market price of the Company's shares on the ASX at the relevant time.
	The manner in which the Board or the Remuneration Committee exercises its discretion.
Pension orsuperannuationschemes	The following are the matters, events and circumstances which will, or are likely to, affect the calculation ofthe amount or value of the potential termination benefi ts that may be given under a pension or superannuationscheme or plan:
	The applicable legal requirements and market practice of the jurisdiction in which the Relevant Executive isemployed.
	The pension or superannuation scheme applicable to the Relevant Executive.
	The Relevant Executive's remuneration and number of years of service.
	The value of contributions made and earnings and capital growth or loss.
RedundancyPolicies	The following are the matters, events and circumstances which will, or are likely to, affect the calculation of theamount or value of the potential termination benefi ts that may be given under a Redundancy Policy:
	The Relevant Executive's remuneration and number of years of service.
	The Relevant Executive's position classifi cation.
	The Relevant Executive's age at the time of the redundancy.
	The Relevant Executive's benefi ts and the value of such benefi ts as at the time of cessation of employment.
	The value of, as applicable, the Relevant Executive's company vehicle and housing loan, and outplacementcounselling provided to the Relevant Executive.
Insurancepremiums and	The following are the matters, events and circumstances which will, or are likely to, affect the calculation of theamount or value of the potential termination benefi ts that may be given in respect of the insurance policies:
pay-outs	The type of insurance policy and the coverage under that policy.
	The role, age and salary of the insured Relevant Executive.
Other benefi ts	The following are the matters, events and circumstances which will, or are likely to, affect the calculation ofthe amount or value of the potential termination benefi ts that may be given in respect of the other benefi tsdescribed in the last row of the table in Annexure 2:
	The Group's policies as applicable at the relevant time.
	The applicable market practice of the jurisdiction in which the Relevant Executive is employed.
	The value of the services, benefi ts and items that the Relevant Executive is provided or entitled to keep.
	The circumstances of the Relevant Executive's cessation of employment.
	The manner in which the Board or the Remuneration Committee exercises its discretion.

ANNEXURE 4

The Company Secretary Sims Metal Management Limited Sir Joseph Banks Corporate Park, Suite 3 Level 2, 32 Lord Street, Botany NSW 2019

22 September 2014

Dear Sir

Notice of nomination of auditors

I, Geoffrey Brunsdon, being a member of Sims Metal Management Limited (Company), hereby nominate Deloitte Touche Tohmatsu for appointment as auditor of the Company, pursuant to section 328B of the Corporations Act 2001 (Cth), at the next Annual General Meeting of the Company or at any adjournment thereof.

Yours sincerely

Geoffrey Brunsdon

AI assistant

SIMS LIMITED — AGM Information 2014

65780_rns_2014-10-12_05fe8391-3ed3-48e4-aebb-d23ff872eba0.pdf

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Proxy Form

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How to Vote on Items of Business

Appointment of Proxy

Signing Instructions for Postal Forms

Attending the Meeting

NOTICE OF 2014 ANNUAL GENERAL MEETING

BUSINESS

ACCOUNTS AND REPORTS

RE-ELECTION OF DIRECTORS MRS HEATHER RIDOUT

RESOLUTION 1

MR JOHN DILACQUA

RESOLUTION 2

MR CHRISTOPHER RENWICK

MS DEBORAH O'TOOLE

RESOLUTION 4

MS GEORGIA NELSON

RESOLUTION 5

APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITOR OF THE COMPANY

RESOLUTION 6

REMUNERATION REPORT

RESOLUTION 7

PARTICIPATION IN THE COMPANY'S LONG TERM INCENTIVE PLAN BY MR CLARO

TERMINATION BENEFITS

RESOLUTION 9

VOTING ENTITLEMENTS

PROXIES

WHERE TO LODGE A PROXY

ELECTRONIC PROXY

CORPORATE REPRESENTATIVES

SHAREHOLDER QUESTIONS

BUSINESS OF THE MEETING

ACCOUNTS AND REPORT

RESOLUTION 1 – RE-ELECTION OF DIRECTOR – HEATHER RIDOUT AO BEC (HONS) (AGE 60)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Board's recommendation

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN DILACQUA MBA (AGE 62)

INDEPENDENT NON-EXECUTIVE DIRECTOR

Board's recommendation

RESOLUTION 3 – RE-ELECTION OF DIRECTOR - CHRISTOPHER RENWICK AM, FAIM, FAIE, FTSE - BA, LLB (AGE 72)

INDEPENDENT NON-EXECUTIVE DIRECTOR

RESOLUTION 4 – ELECTION OF DIRECTOR – DEBORAH O'TOOLE LLB, MAICD (AGE 57)

Board's recommendation

RESOLUTION 5 – ELECTION OF DIRECTOR – GEORGIA NELSON BS, MBA (AGE 64)

RESOLUTION 6 – APPOINTMENT OF AUDITOR

Board's recommendation

RESOLUTION 7 – REMUNERATION REPORT

Voting exclusion statement

Board's recommendation

RESOLUTION 8 – PARTICIPATION IN THE COMPANY'S LONG TERM INCENTIVE PLAN (LTIP) BY MR CLARO

Reasons for approval

Detail of FY2015 LTI Award

Key terms of FY2015 Performance Rights

Key terms of FY2015 Options

Equity Rights generally

ASX Listing Rules requirements

EXPLANATORY MEMORANDUM FOR THE 2014 ANNUAL GENERAL MEETING (MEETING)

Voting exclusion statement

Board's recommendation

RESOLUTION 9 – TERMINATION BENEFITS

Background

Who does the approval relate to?

Categories of termination benefi ts approval is being sought for

Value of the termination benefi ts

Effect of the approval

Enables the Group to provide maximum benefi ts set out in this Explanatory Memorandum

KMPs

Non KMP Executives

Other effects

Board's recommendation

ANNEXURE 1

Comparator companies for TSR performance hurdle

ANNEXURE 2

SIMS LIMITED AGM Information 2014