SIMS LIMITED — M&A Activity 2007

Sep 24, 2007

25 SEPTEMBER 2007

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ASX & MEDIA RELEASE (ASX CODE: SGM)

SIMS GROUP LIMITED ANNOUNCES US$1.6 BILLION MERGER WITH METAL MANAGEMENT, INC. Merged Group to be the Largest Metal Recycler in North America

HIGHLIGHTS

• Sims Group Limited (‘Sims’) has entered into an agreement to merge with NYSE listed Metal Management, Inc. (‘Metal Management’), one of the largest full service metal recyclers in the United States

• The merger will strengthen Sims’ position in the global market and create the largest North American metal recycling business, with premium assets and a strong platform for further growth

• Sims will issue Metal Management stockholders with 2.05 NYSE listed Sims ADRs per Metal Management share, each ADR representing one Sims ordinary share

• The proposal represents a 13.1% premium to the volume weighted average Metal Management share price for the one month period to 21 September 2007[1]

• Mildly accretive on a “cash” EPS[2] basis (pre synergies) for the historical year to 30 June 2007

• Jeremy Sutcliffe, Sims’ current Group CEO, will continue as an Executive Director reporting to the new Board until at least October 2009

• Daniel Dienst, Metal Management’s current Chairman, President and CEO, will become Sims Metal Management’s Group CEO

• The Merger is subject to Metal Management stockholder approval and other conditions

TRANSACTION

Sims Group Limited (Sims) (ASX: SGM) and Metal Management, Inc (Metal Management), a NYSE listed company (NYSE: MM), today entered into an agreement to merge, strengthening Sims’ position in the global market and establishing the largest metal recycling business in North America. The proposed merger is consistent with Sims’ stated strategy to grow its core metal recycling division internationally, while also developing an innovative recycling solutions division.

1 Based on the Sims and Metal Management volume weighted average prices for the one month period ending 21 September 2007 and the average exchange rate over that period

2 Pre implementation and transaction costs and purchase accounting adjustments

Metal Management is one of the largest full service metal recyclers in the United States, with 53 recycling facilities located in 17 states. It is publicly listed on the New York Stock Exchange (‘NYSE’) and has achieved impressive growth in earnings and enterprise value over the last five years. Metal Management has well-established positions in many US metropolitan areas, including Birmingham, Chicago, Cleveland, Denver, Detroit, Hartford, Houston, Memphis, Mississippi, Newark, North Haven, Phoenix, Pittsburgh, Salt Lake City, Toledo and Tucson. These positions complement Sims’ existing positions on the east and west coasts of the United States and provide further flexibility to market recycled metal domestically or to the export market.

The combined group will have a sound financial position from which to grow both in North America and globally. The Directors believe that synergies of approximately US$35 million can be achieved during the FY09 financial year.

The ADR listing on the NYSE is expected to provide additional funding flexibility and acquisition currency for making further value-adding acquisitions in both metals and other recyclables markets around the world.

Management and governance

The combined group will have a strong and experienced management team, structured to capitalise on global growth opportunities.

Jeremy Sutcliffe, the current CEO of Sims, will continue as an Executive Director reporting to the new Board until at least October 2009 and will Chair Sims’ metals recycling operations in Australasia and Europe as well as Sims Recycling Solutions globally.

Daniel Dienst, the current CEO of Metal Management, will become CEO of the merged entity and will Chair the combined North American metals recycling businesses (with initial emphasis on integration and achievement of projected synergies) and have overall responsibility for global marketing.

Robert Larry, Metal Management’s current CFO, will become Group CFO. Ross Cunningham, Sims’ current CFO, will remain as an Executive Director.

Paul Mazoudier, Sims’ current Chairman, will continue as Chairman of Sims Metal Management after the merger. The initial combined Board will comprise seven existing Sims Directors (two of whom are appointed by Mitsui) and five existing Metal Management Directors. Mitsui will retain its current director appointment rights subject to maintaining a minimum ownership level in the combined group of 15%[3] .

While Sims Metal Management will retain its primary listing on the ASX in addition to its NYSE ADR listing, it is intended that the head office of the combined group will be transitioned to New York (Sims’ existing North American head office) over time.

Commentary

Mr Paul Mazoudier, Chairman of Sims, said “in addition to Sims’ existing world class global operations, this merger positions the company as the largest North American metal recycling company. It represents the next step in Sims’ goal of building the world’s leading recycling company with a strong management team to deliver on global growth. On behalf of the Sims Directors, I look forward to working with the Metal Management Board as well as both Jeremy Sutcliffe and Daniel Dienst to execute our growth strategies for the company.”

Mr Jeremy Sutcliffe, Group CEO of Sims said “this merger is the next phase in our global growth strategy and will create significant shareholder value for both sets of shareholders. Sims and Metal Management complement each other both in terms of asset base as well as management composition. The merger creates a strong North American business positioned

3 To the extent that the transaction causes Mitsui’s shareholding to fall below 15%, its director appointment rights will continue for 12 months, by which time Mitsui must have at least a 15% shareholding or it will lose its appointment rights.

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for future growth with a US listing that can facilitate future consolidation in the region and globally. I am confident that Daniel Dienst and I will be able to continue the growth of Sims Metal Management after the merger.”

Mr Daniel Dienst, Chairman, President and CEO of Metal Management, said “this transaction will transform Metal Management from a leading US metal recycler to a global leader in metal recycling and recycling solutions. The synergies and growth opportunities are significant and, with the entrepreneurial cultures of Sims and Metal Management, the combined group is extremely well placed to capitalise on future opportunities. Jeremy Sutcliffe and I have already developed an excellent rapport and I look forward to working closely with Jeremy in leading the combined group.”

Structuring and merger effects

The merger will be effected by Sims issuing Metal Management stockholders 2.05 Sims ADRs per Metal Management share. Each ADR represents one Sims ordinary share. Sims Metal Management will remain Australian domiciled and retain its ASX listing in addition to the new NYSE listing of its ADRs. Sims will become a SEC reporting company following the merger.

The merger terms value Metal Management’s common stock and equity value at US$57.73[4] and US$1.5 billion respectively. This represents a premium to Metal Management of:

• 17.4% based on the Sims and Metal Management 5 day VWAPs[5] ; and

• 13.1% based on the Sims and Metal Management one month VWAPs.[6]

Sims Metal Management will have over 200 physical operations globally. Based on pro forma year to 30 June 2007 financial information, Sims Metal Management will have:

• Sales volumes of approximately 15 million tonnes of recycled metal (including brokerage sales);

• Sales revenue exceeding A$8.5 billion

• EBITDA of approximately A$684 million

• EBIT by operating region of 62% in North America, 26% in Australia / New Zealand and 12% in Europe.

The transaction is mildly accretive on a “cash” EPS[7] basis (pre synergies) for the historical year to 30 June 2007.

All outstanding restricted shares in Metal Management will vest upon completion of the transaction. Daniel Dienst’s remuneration will remain as currently structured until 1 July 2008. On and from this date, his remuneration will be structured in accordance with Sims’ current short term and long term incentive programs.

Conditions to the Merger

The merger of Sims and Metal Management is subject to a number of conditions, including Metal Management shareholder approval, approval by Sims shareholders at its forthcoming AGM to an increase in the cap on non-executive director fees to accommodate the Metal Management nominees, Sims’ registration statement being declared effective by the SEC, ADR listing approval by the NYSE, regulatory consents (including US Anti-trust clearance),

4 Based on the Sims and Metal Management prices and AUD/USD exchange rate as at 21 September 2007 5 Based on the Sims and Metal Management volume weighted average prices for the 5 day period ending 21 September 2007 and the average exchange rate over that period

6 Based on the Sims and Metal Management volume weighted average prices for the one month period ending 21 September 2007 and the average exchange rate over that period

7 Pre implementation and transaction costs and purchase accounting adjustments

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no material adverse change in either business and no material breach of the representations and warranties or covenants contained in the Merger Agreement.

Timetable

The parties expect to file a combined registration and proxy statement with the SEC. Following SEC review, the registration and proxy statement will be sent to Metal Management stockholders and the Metal Management stockholder meeting is expected to occur in the first quarter of calendar 2008. Assuming the various conditions are satisfied, it is currently expected that the transaction will also complete in the first quarter of calendar 2008.

UBS Investment Bank is acting as financial advisor and Baker & McKenzie as legal advisor to Sims.

Sims’ core business is metal recycling, with an emerging business in recycling solutions. Headquartered in Australia, Sims earns over 70 per cent of its revenue from international operations in the United Kingdom, Continental Europe, North America, New Zealand and Asia. Sims has over 3,500 employees, annual turnover of A$5.0 billion and is listed on the Australian Stock Exchange (ASX CODE: SGM)

Metal Management is one of the largest full-service metal recyclers in the United States, with 53 recycling facilities located in 17 states. Metal Management generates annual sales of over US$2.3 billion through domestic sales and exports from its port facilities. Metal Management has over 1,900 employees and is listed on the New York Stock Exchange (NYSE CODE: MM).

For further information contact:

Jeremy Sutcliffe Group Chief Executive Sims Group Limited Level 6, 41 McLaren Street NORTH SYDNEY NSW 2060 ABN 69 114 838 630

Phone; (02) 9956 9180

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