SIMS LIMITED — AGM Information 2024

Oct 8, 2024

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Notice is hereby given that Sims Limited will hold its Annual General Meeting ( Meeting ) of the shareholders at 9.00am (AEDT) on Wednesday, 13 November 2024 as a hybrid meeting for the purpose of transacting the business set out in this Notice. Shareholders are invited to attend the Meeting at Sims Limited’s office, Level 9, 189 O’Riordan Street, Mascot NSW 2020, Australia or online at https://meetings.linkgroup.com/SGM2024.

Sims Limited ACN 114 838 630

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2024 Notice of Annual General Meeting

9 October 2024

Dear Shareholder

I have the pleasure of inviting you to the 2024 Annual General Meeting of Sims Limited. The Annual General Meeting (Meeting or AGM) of the shareholders (Shareholders) of Sims Limited (Company or Sims) will be held at Sims Limited’s office, Level 9, 189 O’Riordan Street, Mascot NSW 2020, Australia on Wednesday, 13 November 2024 at 9.00am (AEDT).

We are also offering shareholders the ability to attend online at https://meetings.linkgroup.com/ SGM2024. Shareholders and proxyholders who attend online will be able to follow the proceedings, cast a live vote, and ask questions in real-time using the online platform. Instructions on how to do so are included in the Notice of Meeting and further details are published on Sims’ website.

Even if you plan to attend in person or participate online, you are encouraged to submit a directed proxy before the Meeting so that your vote can be counted if the physical meeting arrangements change and you cannot attend or if there is a technical difficulty.

Your directors and the management of the Company look forward to providing an update on Sims’ activities at the AGM.

Yours sincerely

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Gretchen Johanns Company Secretary

2 SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

Agenda items

ACCOUNTS AND REPORTS

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2024 and the related Directors’ Report and Auditor’s Report.

RE-ELECTION OF DIRECTORS

Ms Victoria (Vicky) Binns

RESOLUTION 1

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

“That Ms Victoria (Vicky) Binns, 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.”

REMUNERATION REPORT

RESOLUTION 3

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

“That the Remuneration Report for the year ended 30 June 2024 (as set out in the Directors’ Report) is adopted.”

Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

A voting exclusion applies to this resolution.

PARTICIPATION IN THE COMPANY’S LONG TERM INCENTIVE PLAN BY MR MIKKELSEN

RESOLUTION 4

Mr Grant Dempsey

RESOLUTION 2

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

“That Mr Grant Dempsey, 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 and having offered himself for re-election and being eligible, be re-elected as a Director of the Company.”

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

“That approval is given for the Company to issue Mr Stephen Mikkelsen, the Chief Executive Officer and Managing Director of the Company, 202,311 Performance Rights under the terms of the Company’s Long Term Incentive Plan, as described in the Explanatory Memorandum accompanying the Notice of Meeting.”

A voting exclusion applies to this resolution.

Further information in relation to the Meeting and the business to be considered is set out in the Explanatory Memorandum, which forms part of this Notice of Meeting.

By order of the Board

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Gretchen Johanns Company Secretary

9 October 2024

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

3

Information for Shareholders

ELIGIBILITY TO VOTE

For the Meeting, shares will be taken to be held by persons who are registered as Shareholders as at 7.00pm (AEDT) on Monday, 11 November 2024. Accordingly, transactions registered after that time will be disregarded in determining Shareholders entitled to attend and vote at the Meeting.

ATTENDING THE MEETING AT THE PHYSICAL VENUE

Registration will open at 8.00am (AEDT) on Wednesday, 13 November 2024. Please monitor the Company’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting.

REGISTRATION TO ATTEND THE MEETING ONLINE

Shareholders may register to attend the Meeting virtually and can vote and ask written questions via the online platform at https://meetings.linkgroup.com/SGM2024.

Online registration for the AGM will commence from 8.00am (AEDT) on Wednesday, 13 November 2024. The Company recommends logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting (9.00am (AEDT)) using the instructions below.

• Enter the Company voting link https://meetings.linkgroup.com/SGM2024 into the web browser on a mobile or online device;

• Shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) ; and

• Proxyholders will need their proxy code, which Link Market Services will provide via email no later than 24 hours prior to the Meeting.

Shareholders can find their SRN/HIN on any Statement received by post, or from their Stockbroker. If you are unable to locate your SRN/HIN, please contact Link Market Services at +61 1800 990 363 well in advance of the Meeting. For security reasons, your SRN/HIN can only be sent by post to your registered postal address.

More information about online participation in the Meeting is available in the AGM Online Guide at www.simsltd.com/agm.

WEBCAST

Shareholders may also view a live webcast of the Meeting at https://meetings.linkgroup.com/SGM2024. Note that if you login as a guest, you will not be able to vote or ask questions at the Meeting.

VOTING ON RESOLUTIONS

Each of the resolutions set out in this Notice of Meeting will be decided by poll.

SHAREHOLDER VOTING & PROXIES

Each Shareholder who is entitled to vote at the Meeting has the right to appoint a proxy to attend the Meeting and vote on the Shareholder’s behalf. 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.

Even if you plan to attend the Meeting, you are still encouraged to submit a directed proxy in advance of the Meeting so that your vote can be counted if for any reason you cannot attend (for example, if you are attending online and there is an issue with your internet connection on the day of the Meeting).

4 SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

LODGING YOUR PROXY FORM PRIOR TO THE MEETING

Enclosed with this Notice of Meeting is a Proxy Form. A Proxy Form (and any power of attorney or other authority under which it is signed (if any), or a certified copy of the power of attorney or authority), must be received by the Company or its Share Registry by 9.00am (AEDT) on Monday, 11 November 2024 . Proxy Forms received after this time will not be effective for the Meeting.

PROXY FORMS MAY BE LODGED WITH THE COMPANY:

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Online at the Company Share By mail to Locked By sending by facsimile to the Registry’s website: investorcentre. Bag A14, Sydney South Company Share Registry on linkmarketservices.com.au NSW 1235 +612 9287 0309.

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 2001 (Cth) ( Corporations Act ). Forms to appoint a representative are available at www.linkmarketservices.com.au, or can be requested by either phone or email via the contact details on the Proxy Form. Completed forms should be submitted at vote@linkmarketservices.com.au, or by any other contact as per the Proxy Form prior to the start of the Meeting.

DIRECTING YOUR PROXY HOW TO VOTE

If you want to direct your proxy how to vote on a particular Item of Business, please mark the appropriate box on the Proxy Form.

If you mark the abstain box for a particular Item of Business, you are directing your proxy not to vote on that item.

If you do not mark any particular Item of Business, you are directing your proxy to vote as he or she decides, subject to any voting exclusions that may apply to the proxy.

KEY MANAGEMENT PERSONNEL (KMP) APPOINTED PROXY

If a Shareholder appoints a member of the Company’s KMP (which includes Directors) as proxy, they will not be able to cast the Shareholder’s vote on items 3 and 4, unless the Shareholder directs them how to vote or the Chairman of the Meeting is or becomes the proxy (see below).

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 5

CHAIRMAN OF THE MEETING APPOINTED PROXY

A Shareholder may appoint the Chairman of the Meeting as proxy. The Chairman of the Meeting will be deemed to be a Shareholder’s proxy if the Shareholder submits the Proxy Form but does not name a proxy or if the person appointed as proxy does not attend the Meeting online or does not vote on a poll in accordance with the Shareholder’s directions.

If the Shareholder provides a voting direction on a particular item of Business, the Chairman of the Meeting must vote in accordance with the direction on a poll.

Where the Chairman of the Meeting is appointed as, or becomes, a Shareholder’s proxy and that Shareholder has not specified the way in which he or she is to vote for items 3 and 4, then by submitting the Proxy Form, the Shareholder is expressly authorising the Chairman of the Meeting to exercise the proxy as they decide even though these items are connected with the remuneration of the Company’s KMP.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items on the agenda.

SHAREHOLDER QUESTIONS

If you would like to submit a question to the Company in advance of the Meeting, please submit your question online at www.linkmarketservices.com.au. You may also submit questions to the Auditor on the content of the Auditor’s Report or the conduct of the audit. Questions should be submitted no later than 5.00pm (AEDT) on Wednesday, 6 November 2024.

The Chairman of the Meeting will endeavour to address as many of the most frequently raised topics as possible during the Meeting but there may not be time to address all questions. Please note that individual responses will not be sent to Shareholders.

Shareholders and proxyholders who participate virtually will be given an opportunity to ask questions in real-time via the AGM platform either in writing or orally via the webphone. Instructions are included in the Online Meeting Guide.

TECHNICAL DIFFICULTIES

It is possible that technical difficulties may arise during the course of the Meeting. The Chairman of the Meeting has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chairman of the Meeting will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chairman of the Meeting considers it appropriate, he or she may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid instructions. For this reason, Shareholders are encouraged to lodge a Proxy Form in advance of the Meeting even if they plan to attend the Meeting online.

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Explanatory Memorandum for the 2024 Annual General Meeting (meeting)

BUSINESS OF THE MEETING

Accounts and Reports

The Financial Report, Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2024 (FY2024) will be laid before the Meeting.

Together, the Financial Report, Directors’ Report and the Auditor’s Report constitute the Company’s FY2024 Annual Report. Unless a Shareholder has requested to receive a hard copy of the Annual Report, Shareholders will not be sent a hard copy of the Annual Report. All Shareholders can view the FY2024 Annual Report on the Company’s website at www.simsltd.com/investors/reports.

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

The Chairman of the Meeting will also give Shareholders as a whole 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 financial statements; and

• the independence of the Auditor in relation to the conduct of the audit.

RESOLUTION 1

RE-ELECTION OF DIRECTOR – VICTORIA (VICKY) BINNS

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms Binns was appointed as a Director in October 2021. She is Chair of the People & Culture Committee, and a member of the Audit Committee.

Ms Binns has more than 35 years of experience in the global resources and financial services sectors, including 10 years in executive leadership roles at BHP in Asia and 15 years in financial services with Merrill Lynch Australia and Macquarie Equities. During her career at BHP, Ms Binns’

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roles included Vice President Minerals Marketing, leadership positions in the metals and coal marketing business, and Vice President of Market Analysis and Economics. She was also co Founder and Chair of Women in Mining and Resources Sg (WIMAR Sg). Prior to joining BHP, Ms Binns held a number of Board and senior management roles at Merrill Lynch Australia, including Managing Director and Head of Australian Research, Head of Global Mining, Metals and Steel, and Head of Australian Mining Research.

Ms Binns is a Non Executive Director of ASX listed Evolution Mining, a Non Executive Director for the NFP Carbon Market Institute (CMI), and a member of the Advisory Council for JP Morgan, Australia & New Zealand.

Ms Binns experience in safety and risk management, finance, strategy, and culture and value creation significantly benefits the Company and its shareholders.

The Board considers Ms Binns to be an Independent Director.

Prior to submitting herself for re-election, Ms Binns acknowledged to the Company that she would have sufficient time to properly fulfil her duties to the Company.

Board’s recommendation

The Board, with Ms Binns abstaining, unanimously recommends that Shareholders vote in favour of the re-election of Ms Binns for the reasons summarised above.

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 7

RESOLUTION 2

RE-ELECTION OF DIRECTOR – GRANT DEMPSEY

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Dempsey was appointed as a Director in April 2024. He is a member of the Audit Committee and the Risk Committee.

Mr. Dempsey has more than 35 years’ experience, having served in numerous roles as a senior executive, strategic advisor, and investment banker. Most recently, Mr. Dempsey served as the Chief Financial Officer of TPG Telecom. He previously served as Chief Financial Officer at Alumina Limited, Senior Adviser, Finance at ANZ Banking Group, and Head of Investment Banking (Australia and New Zealand) at JP Morgan. He is a non-executive director of IFM Investors.

Mr Dempsey’s financial expertise and audit experience across a range of industries and businesses brings insight to the Board on driving strategic transformation, simplification, capital allocation, and growth projects in a global business.

The Board considers Mr Dempsey to be an Independent Director.

Prior to submitting himself for re-election, Mr Dempsey acknowledged to the Company that he would have sufficient time to properly fulfil his duties to the Company.

Appropriate background checks were completed before Mr Dempsey was appointed to the Board.

Board’s recommendation

The Board, with Mr Dempsey abstaining, unanimously recommends that Shareholders vote in favour of the re-election of Mr Dempsey for the reasons summarised above.

RESOLUTION 3 - REMUNERATION REPORT (NON-BINDING RESOLUTION)

The Remuneration Report is contained in the Directors’ Report of the Company’s FY2024 Annual Report. The Remuneration Report:

• explains the policies behind, and structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance; and

• sets out the remuneration details for the non-executive Directors, the Group Chief Executive Officer (CEO) and the group of executives of the Company who together have the authority and responsibility for planning, directing and controlling the activities of the Company.

The Corporations Act requires listed companies to put the Remuneration Report for each financial 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.

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

Voting exclusion on Advisory Resolution 3

The Company will disregard any votes cast on this resolution:

• by or on behalf of a person who is a member of the Company’s key management personnel (KMP) whose details are included in the Remuneration Report for the year ended 30 June 2024 or their closely related parties (regardless of the capacity in which the vote is cast); or

• as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote:

• in accordance with the directions on the Proxy Form; or

• by the Chairman of the Meeting, in accordance with an express authorisation in the Proxy Form to exercise the proxy even though the resolution is connected with the remuneration of the Company’s KMP.

Board’s recommendation

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

8 SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

RESOLUTION 4

PARTICIPATION IN THE COMPANY’S LONG TERM INCENTIVE PLAN (LTIP) BY MR MIKKELSEN

The Company is seeking Shareholder approval for the proposed grant of performance rights to the CEO and Managing Director, Mr Stephen Mikkelsen, under the Company’s Long Term Incentive Plan (LTIP) .

The Board considers it appropriate for shareholders to vote on the grant of Performance Rights under the LTIP to Mr Mikkelsen, even though shareholder approval for the grant is not required under the ASX Listing Rules because the terms of the LTIP award require any shares to be purchased on-market.

The Board believes that the grant of the Performance Rights, pursuant to the LTIP introduced in 2007, is an important element of the Company’s remuneration strategy for the Group CEO. For FY2025, the Group CEO’s current total remuneration package is as follows:

• cash remuneration of A$1,482,000 per annum (Base) and other benefits;

• a short-term incentive opportunity of 100% of Base (target) and 184% of Base (maximum); and

• an annual performance-based long-term incentive (LTI) award equal to 150% of Base at maximum vesting. Consequently, Mr Mikkelsen’s LTI award for FY2025 (FY2025 LTI Award) has a value of A$2,223,000.

Shareholders are referred to the Remuneration Report for full details of Mr Mikkelsen’s remuneration.

Subject to Shareholders passing this Resolution 4, Mr Mikkelsen will be granted 202,311 Performance Rights, comprising three parts:

1. TSR Performance Rights . A grant of 67,437 Performance Rights with a nil issue and exercise price, with vesting based on the total shareholder return (TSR) of the Company relative to the performance of a comparator group of companies comprising the ASX200 Materials and Energy Sectors as of 1 July 2024 (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. This grant would constitute approximately one third of Mr Mikkelsen’s FY2025 LTI Award and is based on the average closing price of ordinary shares traded on the ASX in the five trading days up to and including August 30, 2024.

2. Productivity Performance Rights . A grant of 67,437 Performance Rights with a nil issue and exercise price, with vesting based on the achievement against a scorecard of three-year goals tied to productivity improvements underlying improved margins and earnings (subject to a continued employment vesting condition described in more detail below) (Productivity Performance Rights) . This grant would constitute approximately one third of Mr Mikkelsen’s FY2025 LTI Award and is based on the average closing price of ordinary shares traded on the ASX in the five trading days up to and including August 30, 2024.

3. Return on Invested Capital Performance Rights. A grant of 67,437 Performance Rights with nil issue and exercise price, with vesting based on the Company’s performance against a Return on Invested Capital metric (subject to a continued employment vesting condition described in more detail below) (ROIC Performance Rights) . This grant would constitute approximately one third of Mr Mikkelsen’s FY2025 LTI Award and is based on the average closing price of ordinary shares traded on the ASX in the five trading days up to and including August 30, 2024.

The Board believes that the proposed grant of the FY2025 LTI Award to Mr Mikkelsen is an approach that will support the Company’s quality of earnings, strategic growth, and Shareholder expectations.

The performance period in which the FY2025 Performance Rights will be tested is the three-year period commencing on 1 July 2024 ( Start Date ) and ending on 30 June 2027 ( Test Date ) ( Performance Period ).

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 9

KEY TERMS OF THE FY2025 LTI AWARD

TSR Performance Rights

The TSR Performance Rights are subject to a vesting condition based on a TSR performance hurdle. TSR measures the change over a particular period in the price of shares plus dividends notionally re-invested in shares.

The Company’s TSR for the Performance Period will be compared against the constituent companies of the ASX200 Materials and Energy Sectors as of 1 July 2024 (Comparators) . The list of the Comparators is in Annexure 1 to this Explanatory Memorandum (Comparator Group) . The Comparator Group may be adjusted from time to time by the Board in its discretion (for example, if a company is delisted in the future or its TSR is no longer ascertainable).

In order for any of Mr Mikkelsen’s TSR Performance Rights granted to him under the FY2025 LTI Award to vest, the Company’s TSR for the relevant Performance Period must place the Company at, or above, the 50th percentile relative to the TSRs of the Comparator Group.

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

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The Company’s TSR relative Proportion of TSR Performance Number of TSR Performance
to TSRs of Comparator Group Rights vesting Rights vesting
Below 50th Percentile 0% 0
At 50th Percentile 50% 33,719
Between 50th and 75th Percentile Straight-line vesting between 50%
Straight-line vesting
and 100%
At or Above 75th Percentile 100% 67,437
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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; and

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

Productivity Performance Rights

The Productivity Performance Rights are subject to a vesting condition based on achievement of goals over the performance period.

The goals for the Productivity Performance Rights are tied to the Company’s earnings improvement and growth strategy and are set out in the table below:

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Productivity Goals Measure at Test Date (30 June 2027)
Margin Optimisation Advancement of sustainable strategic improvements to metal
45% margins through initiatives such as improved shredder capacity utilisation,
increased unprocessed intake tonnages, optimising home market and
export sales channels, and production of tailored products to key home
or international customers.
Metal in Waste Reduction Identify opportunities and make improvements to reduce the inclusion
27.5% of valuable non-ferrous metals in ASR, thereby increasing revenue,
lowering landfill costs, and improving earnings and margin.
Labour Cost Controls Absorb labour inflation by holding labour costs per tonne processed
27.5% in Sims Group at FY24 baseline
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The Board will assess each goal and determine an overall achievement level having regard to the specific objectives underpinning the productivity measure, the extent to which the measures in the table above are achieved, and the impact of changing business conditions upon the Company’s strategy. The productivity goals materially reduce qualitative assessment, and a substantial achievement against the measures and/or spirit of the performance right intention will be required for a partial achievement percentage to be awarded. The measures above will be transparently reported as will the progress against the strategic objectives.

The Board has discretion in relation to the calculation and testing of the Productivity Performance Rights. The decision to vest the Performance Rights is subject to the overriding discretion of the Board, which may adjust outcomes to reflect shareholder expectations or management performance.

ROIC Performance Rights

The ROIC Performance Rights are subject to a vesting condition based on the Company’s performance against a Return on Invested Capital metric over the Performance Period. Return on Invested Capital is defined as Net Operating Profit After Tax over Average Invested Capital.

The targets for the ROIC Performance Rights are set out below:

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FY2027 Proportion of TSR Performance Number of TSR Performance
Rights vesting Rights vesting
Below 85% of WACC 0% 0
85% of WACC 50% 33,719
Straight-line vesting between 50%
85% of WACC - 100% of WACC Straight-line vesting
and 100%
Achieved WACC or Higher 100% 67,437
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*Weighted Average Cost of Capital (WACC)

VESTING

The Performance Rights will be tested for satisfaction of the Performance Conditions at the Test Date. Any FY2025 Performance Rights that have not met the Performance Conditions as at the Test Date will immediately lapse and be forfeited.

If the Performance Rights vest, they will be automatically exercised (with no further action required on the part of Mr Mikkelsen) into one Share for each vested Performance Right, as applicable, on the last business day in August 2027 (Rights Vesting Date) .

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 11

TERMS APPLYING TO THE FY2025 PERFORMANCE RIGHTS

(a) Continued employment vesting condition:

In addition to the Company meeting the applicable performance hurdles specified above, subject to the terms of his Executive Employment Agreement, Mr Mikkelsen must also continue to be a full-time employee of the Company (or its subsidiary) at the Rights Vesting Date for the FY2025 Performance Rights to vest.

Under the terms of his Executive Employment Agreement, Mr Mikkelsen’s unvested FY2025 Performance Rights continue on foot and will be tested in the ordinary course in the following circumstances:

• (i) If Mr Mikkelsen’s employment is terminated by the Company for convenience, unless the Board determines otherwise acting reasonably having regard to the performance of Mr Mikkelsen.

• (ii) If Mr Mikkelsen terminates his employment for good reason.

• (iii) If Mr Mikkelsen terminates his employment due to retirement.

• (iv) If Mr Mikkelsen’s employment is terminated on his death or permanent disablement.

Any unvested FY2025 Performance Rights that do not meet the required performance conditions at the end of the relevant performance period will immediately lapse.

If the above circumstances do not apply, or the Board does not otherwise exercise its discretion under the terms of the LTIP, unvested FY2025 Performance Rights will lapse upon Mr Mikkelsen’s employment ceasing.

All FY2025 Performance Rights will lapse and be immediately forfeited in cases of fraud, gross dishonesty or termination of Mr Mikkelsen’s employment for cause and the Board may exercise clawback provisions related to LTI payments and future vesting in the event of fraud or serious misconduct.

(b) Change of control:

The Board has the discretion to immediately vest Mr Mikkelsen’s unvested FY2025 Performance Rights if:

• (i) a person who did not control the Company at the date of grant of the FY2025 Performance Rights gains control of the Company; or

• (ii) 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.

Performance Rights generally

In relation to Performance Rights, the LTIP 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 Performance 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; 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 Performance Rights are vested and exercised before the record date for the relevant issue.

The LTIP may be amended by the Board, subject to ASX Listing Rules.

12 SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

Other information

The following is provided for the information of shareholders:

• (a) If Shareholder approval is not obtained for the grant of Performance Rights to Mr Mikkelsen, the Board will consider alternative arrangements to appropriately remunerate and incentivise Mr Mikkelsen.

• (b) Under Mr Mikkelsen’s FY2025 LTI Award, the maximum number of TSR Performance Rights that will be granted to him is 67,437, the maximum number of Productivity Performance Rights that will be granted to him is 67,437, and the maximum number of ROIC Performance Rights that will be granted to him is 67,437. On vesting, each Performance Right entitles Mr Mikkelsen to the allocation of one Share.

• (c) No issue price is payable by Mr Mikkelsen for the grant of the FY2025 Performance Rights. No exercise price is payable to exercise the FY2025 Performance Rights (subject to the vesting conditions being satisfied). The Company uses Performance Rights because they create share price alignment between executives and ordinary shareholders.

• (d) A total of 769,604 awards have previously been granted to Mr Mikkelsen for nil consideration under the LTIP since he commenced employment with Sims, of which 215,387 are unvested and remain subject to meeting performance conditions and 205,755 have been forfeited.

• (e) 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.

• (f) A voting exclusion statement for Resolution 4 is set out below.

• (g) No loan is advanced to Mr Mikkelsen in relation to the proposed grant of the FY2025 Performance Rights.

• (h) If Resolution 4 is passed, the Company intends that the FY2025 Performance Rights will be granted to Mr Mikkelsen on 14 November 2024. In any event, the Performance Rights will be granted no later than 12 months after the Meeting.

Voting exclusion statement

The Company will disregard any votes on this resolution:

• cast in favour of the resolution by or on behalf of any Director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or any of their associates (regardless of the capacity in which the vote is cast); and

• cast as proxy by a person who is a member of the Company’s KMP on the date of the AGM or their closely related parties.

However, votes will not be disregarded if they are cast:

• as proxy or attorney for a person entitled to vote in accordance with a direction given to the proxy or attorney to vote in that way; or

• by the Chairman of the Meeting as proxy for a person entitled to vote, in accordance with an express authorisation to vote as the proxy decides; or

• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• ɚ the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not anassociate of a person excluded from voting, on the resolution; and

• ɚ the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Board’s recommendation

The Board, with Mr Mikkelsen abstaining, unanimously recommends that Shareholders vote in favour of Resolution 4.

SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 13

Annexure 1

COMPARATOR COMPANIES FOR TSR PERFORMANCE HURDLE

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Company name Ticker
Alcoa Corporation shs Chess Depositary Interests Repr 1 Sh AAI-AU
Amcor PLC Shs Chess Depositary Interests AMC-AU
Ampol Limited ALD-AU
Arcadium Lithium Plc Chess Depositary Interests Repr 1 Sh LTM-AU
Beach Energy Limited BPT-AU
Bellevue Gold Limited BGL-AU
BHP Group Ltd BHP-AU
Bluescope Steel Limited BSL-AU
Boss Energy Limited BOE-AU
Brickworks Ltd BKW-AU
Capricorn Metals Ltd CMM-AU
Champion Iron Ltd. CIA-AU
Coronado Global Resources Inc. Shs Chess Depositary Interests Repr 10 Sh CRN-AU
De Grey Mining Ltd DEG-AU
Deep Yellow Limited DYL-AU
Deterra Royalties Ltd DRR-AU
Emerald Resources NL EMR-AU
Evolution Mining Limited EVN-AU
Fortescue Ltd FMG-AU
Genesis Minerals Limited GMD-AU
Gold Road Resources Ltd GOR-AU
IGO Limited IGO-AU
Iluka Resources Limited ILU-AU
Incitec Pivot Limited IPL-AU
James Hardie Industries PLC Chess Units of Foreign Securities JHX-AU
Karoon Energy Ltd KAR-AU
Liontown Resources Limited LTR-AU
Lynas Rare Earths Limited LYC-AU
Mineral Resources Limited MIN-AU
New Hope Corporation Limited NHC-AU
Newmont Corporation Registered Shs Chess Depositary Interests Repr 1 Sh NEM-AU
Nickel Industries Limited NIC-AU
Northern Star Resources Ltd NST-AU
Nufarm Limited NUF-AU
Orica Limited ORI-AU
Orora Ltd. ORA-AU
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14 SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024

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Company name Ticker
Paladin Energy Ltd PDN-AU
Perseus Mining Limited PRU-AU
Pilbara Minerals Limited PLS-AU
Ramelius Resources Limited RMS-AU
Red 5 Limited RED-AU
Regis Resources Limited RRL-AU
Rio Tinto Limited RIO-AU
SFR-AU
Sandfire Resources Ltd
Santos Limited STO-AU
Sims Ltd. SGM-AU
South32 Ltd. S32-AU
Stanmore Resources Ltd SMR-AU
Strike Energy Limited STX-AU
Viva Energy Group Ltd. VEA-AU
West African Resources Ltd WAF-AU
Whitehaven Coal Limited WHC-AU
Woodside Energy Group Ltd WDS-AU
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SIMS LIMITED NOTICE OF ANNUAL GENERAL MEETING 2024 15

Create a world without waste to preserve our planet.

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This document is printed on ecoStar. ecoStar is an environmentally responsible paper made Carbon Neutral. The greenhouse gas emissions of the manufacturing process including transportation of the finished product to Ball and Doggett Papers Warehouses has been measured by the Edinburgh Centre for Carbon Neutral Company and the fibre source has been independently certified by the Forest Stewardship Council® (FSC®). ecoStar is manufactured from 100% Post Consumer Recycled paper in a Process Chlorine Free environment under the ISO 14001 environmental management system.

CONSOLIDATED INCOME STATEMENT

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