SIMS LIMITED — Merger & Acquisition 2008

Feb 12, 2008

As filed with the Securities and Exchange Commission on February 8, 2008 Registration No. 333-147659

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Form F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sims Group Limited

(Exact name of registrant as specified in its charter) Victoria, Australia 5090 98-0490682 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Sims Group House Level 6, 41 McLaren Street North Sydney New South Wales 2060 Australia (61 2) 9956-9100 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CT Corporation System 111 Eighth Avenue, 13[th] Floor New York, New York 10011 (212) 894-8400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Frank M. Moratti Company Secretary and General Counsel Sims Group Limited Sims Group House Level 6, 41 McLaren Street North Sydney New South Wales 2060 Australia (61 2) 9956-9100 Craig A. Roeder E. William Bates, II Christopher M. Bartoli King & Spalding LLP Baker & McKenzie LLP 1185 Avenue of the Americas 130 East Randolph Drive New York, New York 10036 Chicago, Illinois 60601 (212) 556-2100 (312) 861-8000

Approximate date of commencement of proposed sale to the public : As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. n

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. n

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until this Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Metal Management, Inc.

==> picture [36 x 36] intentionally omitted <==

TO THE STOCKHOLDERS OF METAL MANAGEMENT, INC. A MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Metal Management, Inc.:

You are cordially invited to attend a special meeting of stockholders of Metal Management, Inc., scheduled for March 14, 2008, at 10:00 a.m., local time. At the special meeting, you will be asked to adopt Metal Management’s merger agreement with Sims Group Limited, which is referred to as Sims, dated as of September 24, 2007. In the merger, a wholly owned subsidiary of Sims will be merged with and into Metal Management, with Metal Management surviving the merger and continuing its existence as a wholly owned subsidiary of Sims. The combined company created by the merger will be renamed Sims Metal Management Limited, subject to obtaining shareholders’ approval of the name change after the merger is completed.

If the merger is completed, then each share of Metal Management common stock that you own at the effective time of the merger will be converted into the right to receive 2.05 Sims American Depositary Shares, which are referred to as Sims ADSs. Each Sims ADS will represent one ordinary share of Sims. Sims ordinary shares will continue to be listed on the Australian Securities Exchange, and Sims ADSs will be listed on the New York Stock Exchange. It is estimated that immediately after the effective time of the merger, former Metal Management stockholders will hold Sims ADSs representing approximately 30% of the then outstanding Sims ordinary shares. Based upon the shares of Metal Management common stock outstanding on January 25, 2008, Sims will be obligated to issue approximately 53.2 million Sims ADSs in the merger. In addition, Sims may issue up to approximately 1.1 million Sims ADSs pursuant to the exercise of Metal Management options, which will be converted into Sims options upon completion of the merger.

The merger cannot be completed unless Metal Management stockholders adopt the merger agreement. The adoption requires the affirmative vote of the holders of a majority of the shares of Metal Management common stock outstanding on January 25, 2008, the record date for the special meeting.

The Metal Management board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement and determined the merger is in the best interests of Metal Management and its stockholders. The Metal Management board of directors unanimously recommends that Metal Management stockholders vote “FOR” adoption of the merger agreement.

The accompanying proxy statement/prospectus contains detailed information about the merger and the special meeting. This document is also a prospectus for the Sims ordinary shares underlying the Sims ADSs that will be issued in the merger. Metal Management’s stockholders are encouraged to read carefully this proxy statement/prospectus before voting, including the section entitled “Risk Factors” beginning on page 15.

Your vote is very important. Whether or not you plan to attend the Metal Management special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by granting your proxy electronically over the Internet or by telephone. If your shares are held in “street name,” you must instruct your broker in order to vote.

We are very excited about the opportunities the proposed merger brings to Metal Management’s stockholders, and I thank you for your consideration and continued support.

Sincerely,

Daniel W. Dienst Chairman of the Board Metal Management, Inc.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger described in this proxy statement/prospectus or the securities to be issued pursuant to the merger or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated February 12, 2008 and is being mailed to Metal Management stockholders on or about February 14, 2008.

Metal Management, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 14, 2008

To the Stockholders of Metal Management, Inc.:

A special meeting of Metal Management, Inc. stockholders will be held at 10:00 a.m., local time, on March 14, 2008, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, 34th Floor, New York, New York, for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of September 24, 2007, by and among Sims Group Limited, MMI Acquisition Corporation and Metal Management, which is referred to as the merger agreement (a copy of which is attached as Appendix A to this proxy statement/prospectus).

2. To approve adjournments of the Metal Management special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the above proposal.

3. To consider and take action upon any other business that may properly come before the Metal Management special meeting or any reconvened meeting following an adjournment of the special meeting.

These items are described in the accompanying proxy statement/prospectus, which you should read carefully. Only Metal Management stockholders of record at the close of business on January 25, 2008, the record date for the Metal Management special meeting, are entitled to notice of, and to vote at, the Metal Management special meeting and any adjournments or postponements of the Metal Management special meeting. Under Delaware law, dissenters’ rights will not be available to Metal Management stockholders in connection with the merger.

Your vote is very important. To ensure that your shares of Metal Management common stock are represented at the special meeting, please complete, date, sign and return the enclosed proxy/voting instruction card(s) and mail it/them promptly in the envelope provided, or vote your shares by telephone or over the Internet as described in the accompanying proxy statement/prospectus. Completing a proxy now will not prevent you from being able to vote at the special meeting by attending in person and casting a vote but will help to secure a quorum and avoid additional solicitation costs. However, if you do not return or submit the proxy or vote in person at the special meeting, the effect will be the same as a vote against the proposal to approve the merger agreement. You may revoke your proxy at any time before it is voted. Any executed but unmarked proxy/voting instruction card(s) will be voted “FOR” adoption of the merger agreement and as the Metal Management board of directors recommends on any other proposals properly brought before the special meeting.

By order of the Board of Directors of Metal Management, Inc.

Daniel W. Dienst Chairman of the Board February 12, 2008

TABLE OF CONTENTS

	Page
CHAIRMAN’S LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	00
NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	00
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iv
QUESTIONS AND ANSWERS ABOUT THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	v
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
The Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Selected Historical Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Selected Unaudited Pro Forma Combined Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Unaudited Comparative Per Share Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Risks Relating to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Risks Relating to the Operations of Sims Metal Management Following the Merger . . . . . . . . . . . . . .	20
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION . . . . . . . . . . . .	29
THE METAL MANAGEMENT SPECIAL STOCKHOLDERS MEETING. . . . . . . . . . . . . . . . . . . . . . .	30
Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Matters to be Considered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Record Date; Shares Entitled to Vote; Outstanding Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Vote Required for Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Manner of Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Shares Held in “Street Name” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Structure of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Background of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Metal Management’s Reasons for the Merger and Recommendation of its Board of Directors . . . . . . .	40
Strategic Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Financial Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
Other Considerations with Respect to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Opinion of Metal Management’s Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
Sims’s Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
Interests of Metal Management Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . .	51
Board of Directors of Sims Metal Management After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Executive Officers of Sims Metal Management After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
Compensation During the Last Full Fiscal Year of Directors and Executive Officers . . . . . . . . . . . . . .	55
Ownership of Sims Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Effect of Merger on Metal Management Executive Employment Agreements and Severance
Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56

i

	Page
Effect of Merger on Equity Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58
Indemnification and Directors’ and Officers’ Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
No Dissenters’ Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
Delisting and Deregistration of Metal Management’s Common Stock . . . . . . . . . . . . . . . . . . . . . . . . .	60
Regulatory Approvals Required for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
Sales of Barges and Tugs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
Joint Venture Purchase Right. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
Federal Securities Law Consequences; Resale Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Effective Time and Completion of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	63
Corporate Governance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
Covenants and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
Conditions to Completion of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76
Termination Fee and Expense Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76
Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . .	78
MATERIAL AUSTRALIAN TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
MANAGEMENT AND OPERATIONS AFTER THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	85
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . .	90
THE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Sims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
History and Development of Sims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Overview of Sims’s Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	101
Exchange Controls and Other Limitations Affecting Security Holders . . . . . . . . . . . . . . . . . . . . . . .	101
Operational and Financial Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102
Critical Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	113
Quantitative and Qualitative Disclosure of Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116
Metal Management, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	118
CURRENCIES AND EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	120
DESCRIPTION OF SIMS ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	121
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	121
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	121
Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	122

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	Page
Dividend Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	122
Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	123
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	123
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	123
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	124
Liability to Further Calls. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	124
Restrictions on Takeovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	124
DESCRIPTION OF SIMS AMERICAN DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	125
NYSE Listing of Sims ADSs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	125
American Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	126
Deposit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	126
Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	130
COMPARATIVE RIGHTS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	130
Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
Authorized Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
Preference Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
Voting Rights; Action by Written Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	132
Amendment to Certificate of Incorporation (or Constitution) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	132
Amendment to Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	132
Rights to Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	133
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	134
Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	135
Attendance and Voting at Meetings of Stockholders/Special Meetings of Stockholders . . . . . . . . . . . .	135
Stockholder Proposals and Nominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	135
Rights of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	136
Rights of Purchase and Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	136
Stockholder Votes on Certain Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	137
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	138
Stockholder Derivative Suits and Class Action Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	142
Business Combinations with an Interested Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	143
Disclosure of Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	144
Enforcement of Civil Liabilities Against Non-United States Persons and
Enforceability of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	145
Short-Swing Profits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	145
Proxy Statements and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
EXCHANGE CONTROLS AND OTHER LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	147
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	147
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	147
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-1
APPENDIX A — Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A-1
APPENDIX B — Opinion of CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	B-1

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Metal Management, Inc., which is referred to as Metal Management, from documents filed with the United States Securities and Exchange Commission, which is referred to as the SEC, that are not included in or delivered with this document. For a more detailed description of the documents incorporated by reference into this proxy statement/prospectus and how you may obtain them, see “Where You Can Find More Information” beginning on page 147.

Documents incorporated by reference are available to you without charge upon your written or oral request, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. You can obtain any of these documents from the SEC’s website at www.sec.gov or by requesting them in writing or by telephone at the following address:

Georgeson Inc. 17 State Street New York, New York 10004 Telephone: (866) 288-2196 Facsimile: (212) 440-9009

Sims Group Limited, which is referred to as Sims, and Metal Management are not incorporating the contents of the websites of the SEC, Sims, Metal Management or any other person into this document. Metal Management is providing only the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites for your convenience.

In order for you to receive timely delivery of the documents in advance of the Metal Management special meeting, Metal Management should receive your request no later than March 7, 2008.

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Sims (File No. 333-147659), constitutes a prospectus of Sims under Section 5 of the United States Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the Sims ordinary shares underlying the Sims American Depositary Shares, which are referred to as Sims ADSs, to be issued to Metal Management stockholders as required by the Agreement and Plan of Merger, dated as of September 24, 2007, by and among Sims, MMI Acquisition Corporation and Metal Management, which, together with the plan of merger contained therein, is referred to as the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the United States Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act, with respect to the special meeting of Metal Management stockholders, at which Metal Management stockholders will be asked to consider and vote upon a proposal to adopt the merger agreement.

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

• “$” and “U.S. dollar” each refer to the United States dollar;

• “A$” and “Australian dollar” each refer to the Australian dollar;

• “Metal Management” refers to Metal Management, Inc.;

• “parties” refers to Sims and Metal Management;

• “Sims” refers to Sims Group Limited; and

• “Sims Metal Management” and the “combined company” each refer to the combined company resulting from the proposed merger.

Except as otherwise indicated, all references to dates and times in this proxy statement/prospectus are based on United States Eastern time.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers briefly address some commonly asked questions about the Metal Management special meeting and the merger. They do not include all the information that may be important to you. Sims and Metal Management urge you to read carefully this entire proxy statement/prospectus, including the appendices and the other documents referenced in this proxy statement/prospectus. Page references are included in certain parts of these questions and answers to direct you to a more detailed description of topics presented elsewhere in this proxy statement/prospectus.

Q: Why am I receiving this document?

• A: Sims and Metal Management have agreed to enter into a merger transaction whereby Metal Management would be merged with a subsidiary of Sims, with Metal Management stockholders receiving Sims ADSs in exchange for their shares in connection with the merger. The terms of the merger are set forth in a merger agreement (any reference to the merger agreement also refers to the plan of merger contained therein) that is described in this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

Q: When and where will the Metal Management special meeting be held?

• A: The Metal Management special meeting will be held on March 14, 2008 at 10:00 a.m., local time, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, 34th Floor, New York, New York 10036.

Q: What is a Sims ADS?

• A: An American Depositary Share, or ADS, is a security that allows shareholders in the United States to more easily hold and trade interests in foreign-based companies. ADSs are often evidenced by certificates known as American Depositary Receipts, or ADRs. Sims is an Australian company that issues ordinary shares that are equivalent in many respects to common stock of a U.S. company. Each Sims ADS represents one Sims ordinary share. Sims ordinary shares are quoted in Australian dollars on the Australian Securities Exchange, which is referred to as the ASX and which is the Australian national stock exchange.

Q: Will Sims ADSs be publicly traded in the United States?

• A: Yes. Sims ADSs will be publicly traded in the United States and will be listed on the New York Stock Exchange, which is referred to as the NYSE, under the symbol “SMS” and quoted in United States dollars.

Q: How do I vote?

• A: You may vote before the special meeting in one of the following ways:

• use the toll-free number shown on your proxy card;

• visit the website shown on your proxy card to vote via the Internet; or

• complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

• Q: If my shares are held in “street name” by a broker or other nominee, will my broker or nominee automatically vote my shares for me?

• A: No. Your broker or other nominee does not have authority to vote on the merger proposal without instruction from you. Your broker or other nominee will vote your shares held by it in “street name” with respect to this matter only if you provide instructions to it on how to vote. You should follow the directions your broker or other nominee provides.

Q: What if I do not vote on the matters relating to the merger?

• A: If you fail to respond with a vote or fail to instruct your broker or other nominee how to vote on the merger proposal, it will have the same effect as a vote against the merger proposal. If you respond but do not indicate how you want to vote on the merger proposal, your proxy will be counted as a vote in favor

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of the merger proposal. If you respond and abstain from voting on the merger proposal, your proxy will have the same effect as a vote against the merger proposal.

Q: When is the merger expected to be completed?

• A: If the stockholders of Metal Management give their approval in connection with the merger, the merger is expected to be completed as soon as practicable after the satisfaction of the other conditions to the merger, including the receipt of required regulatory approvals. It is anticipated that the merger will be completed in the first calendar quarter of 2008.

Q: What are the implications to Metal Management stockholders of Sims being a “foreign private issuer”?

• A: Following completion of the merger, Sims will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Sims will be required to file an annual report on Form 20-F with the SEC within six months after the end of each fiscal year. Sims’s current fiscal year begins on July 1 and ends on June 30. In addition, Sims will be required to furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Sims in Australia or filed with the ASX, or regarding information distributed or required to be distributed by Sims to its shareholders. Sims will be exempt from certain rules under the Exchange Act, including the proxy rules which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, and will not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Sims’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Sims ordinary shares. If Sims loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States.

Q: What should I do now?

• A: After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the Metal Management special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q: Should I send in my stock certificates now?

• A: No. Please DO NOT send your stock certificates with your proxy card. You will receive written instructions from Sims or the exchange agent after the merger is completed on how to exchange your stock certificates for the merger consideration.

Q: If I am going to attend the special meeting, should I return my proxy card?

• A: Yes. Returning your signed and dated proxy card or voting by telephone or over the Internet ensures that your shares will be represented and voted at the Metal Management special meeting. See “The Metal Management Special Stockholders Meeting — Manner of Voting” beginning on page 30.

Q: May I change my vote after I have delivered my proxy?

• A: Yes. You may change your vote at any time before your proxy is voted at the Metal Management special meeting. You may do this in one of four ways:

• by sending a notice of revocation to the corporate secretary of Metal Management;

• by sending a completed proxy card bearing a later date than your original proxy card;

• by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

• by attending the Metal Management special meeting and voting in person.

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Your attendance alone will not revoke any proxy.

If you choose either of the first two methods, you must take the described action no later than the beginning of the special meeting; if you choose the third method, you must take the described action no later than 11:59 p.m., United States Eastern time, on the day immediately preceding the special meeting date.

If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.

Q: What if I receive multiple proxy cards?

• A: Your shares may be registered in more than one account, such as a brokerage account and a 401(k) account. It is important that you complete, sign, date and return each proxy card you receive, or, if available, vote using the telephone or the Internet as described in the instructions included with your proxy cards.

Q: Who can help answer my questions?

• A: If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact the firm below:

Georgeson Inc.

17 State Street New York, New York 10004 Telephone: (866) 288-2196 Facsimile: (212) 440-9009

Q: Where can I find more information about Metal Management and Sims?

• A: You can find more information about Metal Management and Sims from various sources described under “Where You Can Find More Information” beginning on page 147.

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and may not include all the information that is important to you. To understand fully the proposed merger, and for a more detailed description of the terms and conditions of the merger and certain other matters being considered at the Metal Management special meeting, you should read this entire proxy statement/prospectus and the documents referred to herein. See “Where You Can Find More Information” beginning on page 147. Page references are included in certain parts of this summary to direct you to a more detailed description of topics presented elsewhere in this proxy statement/prospectus.

The Companies

Metal Management, Inc.

Metal Management, a Delaware corporation, is one of the largest full-service metal recyclers in the United States, with 53 recycling facilities located in 17 states. Metal Management’s operations primarily involve the collection and processing of ferrous and non-ferrous metals. In addition to buying, processing and selling ferrous and non-ferrous metals, Metal Management is periodically retained as a demolition contractor in certain of its large metropolitan markets in which it dismantles obsolete machinery, buildings and other structures containing metal and, in the process, collects both ferrous and non-ferrous metals from these sources. At certain of Metal Management’s locations adjacent to commercial waterways, it also provides stevedoring services.

Metal Management’s principal executive offices are located at 325 N. LaSalle Street, Suite 550, Chicago, Illinois 60610 and its telephone number is (312) 645-0700.

Sims Group Limited

Sims, a corporation incorporated in Victoria, Australia, is, in the belief of Sims’s management, one of the world’s largest metals recycling companies on the basis of its market capitalization and the size and scope of its operations. Sims operates two primary businesses, Metal Recycling and Sims Recycling Solutions. The Metal Recycling business involves the collection, processing and marketing of ferrous and non-ferrous metals. Sims has significant positions in the metals recycling markets of Australasia, the east and west coasts of the United States, and the United Kingdom. Sims also has a strategic network of trading offices in Asia. The Sims Recycling Solutions business involves the “e-recycling” of information technology equipment and electrical and electronic consumer goods, and Sims has an emerging global presence with established operations in the United Kingdom, Continental Europe and North America and a developing presence in the Asia Pacific region.

Sims’s principal executive offices are located at Level 6, 41 McLaren Street, North Sydney NSW 2060, Australia and its telephone number is (61 2) 9956-9100.

MMI Acquisition Corporation

A wholly owned subsidiary of Sims, MMI Acquisition Corporation, a Delaware corporation, was formed exclusively for the purpose of completing the merger. MMI Acquisition Corporation’s separate corporate existence will cease upon completion of the merger.

The Merger

General

The boards of directors of Metal Management and Sims have each unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and unanimously determined that the merger agreement is in the best interests of their respective companies and shareholders. The Metal Management board of directors unanimously recommends that the Metal Management stockholders vote “FOR” adoption of the merger agreement at the Metal Management special meeting.

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Upon completion of the merger, the separate corporate existence of MMI Acquisition Corporation will cease and Metal Management will continue as the surviving entity and a wholly owned subsidiary of Sims.

The boards of directors of Metal Management and Sims both believe the merger will provide strategic and financial benefits to their respective shareholders by creating one of the pre-eminent global metal recycling companies. Both boards of directors believe that the merger is in the best interests of their respective companies and shareholders. To review the reasons for the merger in greater detail, see “The Merger — Metal Management’s Reasons for the Merger and Recommendation of its Board of Directors” beginning on page 40 and “The Merger — Sims’s Reasons for the Merger” beginning on page 50.

Please carefully read the entire merger agreement, a copy of which is attached to this proxy statement/ prospectus as Appendix A, because it sets forth the terms of and is the principal legal document governing the merger.

Required Votes to Effect the Merger

Holders of a majority of the outstanding shares of Metal Management common stock entitled to vote at the Metal Management special meeting must adopt the merger agreement. See “The Metal Management Special Stockholders Meeting — Vote Required for Approval” beginning on page 30.

Merger Consideration

In the merger, each share of Metal Management common stock outstanding immediately prior to the effective time of the merger will be automatically converted into the right to receive 2.05 Sims ADSs, which is referred to as the exchange ratio, together with the right to receive cash in lieu of fractional Sims ADSs. No fraction of a Sims ADS will be issued in the merger. Instead, each holder of Metal Management common stock who would otherwise be entitled to receive a fractional Sims ADS in the merger will be entitled to receive a cash payment in U.S. dollars in lieu of such fractional Sims ADS.

Former Metal Management stockholders are currently expected to own ADSs representing approximately 30% of the outstanding ordinary shares of Sims after the merger, based on the number of Sims ordinary shares and shares of Metal Management common stock outstanding as of January 25, 2008.

Metal Management stockholders will have to surrender their common stock certificates to receive the merger consideration payable to them and any dividend they would otherwise be entitled to receive in respect of such Sims ADSs. PLEASE DO NOT SEND ANY CERTIFICATES NOW . Sims or the exchange agent will send Metal Management stockholders written instructions on how to surrender Metal Management common stock certificates for Sims ADSs after the merger is completed.

The Sims ADSs that Metal Management stockholders will receive in the merger are referred to collectively as the merger consideration. For more details on the merger consideration, see “The Merger Agreement — Merger Consideration” beginning on page 63. The exchange ratio is fixed and neither Sims nor Metal Management has the right to terminate the merger agreement based solely on changes in either party’s stock price. The market value of Sims ADSs that Metal Management stockholders receive in the merger may fluctuate significantly from its current value.

Metal Management Option Awards

Upon completion of the merger, options to purchase shares of Metal Management common stock granted by Metal Management to its directors, officers and employees will be assumed by Sims and converted into options to purchase Sims ADSs. Unless Sims and Metal Management otherwise agree, stock options so converted will remain subject to the same terms and conditions as were in effect with respect to the options immediately prior to the effective time of the merger, except that each of these stock options will be exercisable for Sims ADSs equal to the number of shares of Metal Management common stock subject to the option multiplied by 2.05 (rounded down to the nearest whole share), with the new exercise price determined by dividing the existing exercise price by 2.05 (rounded up to the nearest whole cent). Each unvested Metal

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Management stock option that is outstanding under any Metal Management stock option plan at the time of the merger will become fully vested and exercisable in connection with the merger.

For a full description of the treatment of Metal Management equity awards, see “The Merger Agreement — Merger Consideration” beginning on page 63.

Opinion of Metal Management’s Financial Advisor

In connection with the merger, the Metal Management board of directors received a written opinion, dated September 24, 2007, from Metal Management’s financial advisor, CIBC World Markets Corp., or CIBC World Markets, as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio provided for in the merger. The full text of CIBC World Markets’ written opinion, dated September 24, 2007, is attached to this proxy statement/prospectus as Appendix B. Holders of Metal Management common stock are encouraged to read this opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. CIBC World Markets’ opinion was provided to the Metal Management board of directors in connection with its evaluation of the exchange ratio from a financial point of view. CIBC World Markets’ opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger.

Record Date; Shares Entitled to Vote; Outstanding Shares

The record date for the Metal Management special meeting is January 25, 2008. This means that you must have been a stockholder of record of Metal Management’s common stock at the close of business on January 25, 2008 in order to vote at the special meeting. You are entitled to one vote for each share of Metal Management common stock you owned on the record date. On Metal Management’s record date, 26,141,746 shares of Metal Management common stock were outstanding.

Expected Completion of the Merger

If the merger agreement is approved at the Metal Management special meeting, the merger is expected to be completed as soon as practicable after the satisfaction of the other conditions to the merger, including the receipt of required regulatory approvals. It is currently anticipated that the merger will be completed in the first calendar quarter of 2008.

Stock Ownership of Directors and Executive Officers

At the close of business on the record date for the Metal Management special meeting, directors and executive officers of Metal Management and their affiliates were entitled to vote approximately 904,082 shares of Metal Management common stock, collectively representing less than 3.5% of the shares of Metal Management common stock outstanding on that date.

Interests of Metal Management Directors and Executive Officers in the Merger

Certain members of the Metal Management board of directors and executive officers of Metal Management have certain interests in the merger that are in addition to or conflict with the interests of the Metal Management stockholders. These interests include:

• the designation of certain directors and officers as Sims Metal Management directors or executive officers;

• the accelerated vesting of options to purchase an aggregate of 120,000 shares of Metal Management common stock held by the Metal Management independent directors upon completion of the merger;

• the accelerated vesting of 554,699 shares of Metal Management restricted stock held by Metal Management executive officers upon completion of the merger; and

• the granting of bonuses by Metal Management to certain executive officers (other than its chief executive officer) in an aggregate amount of up to $1.5 million prior to completion of the merger.

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In addition, Sims entered into a letter agreement with Metal Management’s chairman and chief executive officer, Daniel W. Dienst that will, upon consummation of the merger, amend his employment agreement. In addition, Metal Management will pay Mr. Dienst his annual bonus for the period ending March 31, 2008 at or before the completion of the merger in an amount equal to 200% of his base salary, plus an additional three months of annualized bonus at the same percentage for anticipated performance through June 30, 2008. The Metal Management board of directors also has advised Mr. Dienst that any discretionary award to him in respect of Metal Management’s fiscal 2008 performance would be increased by an amount of restricted stock with a value of $1 million in recognition of his extraordinary efforts with respect to the merger (but no more than 75,000 shares), which may automatically vest upon the consummation of the merger.

Sims also entered into a letter agreement with Metal Management’s chief financial officer, Robert C. Larry that will, upon consummation of the merger, amend his agreement, increasing his base salary to $600,000. Additionally, Metal Management will pay Mr. Larry his annual bonus for the period ending March 31, 2008 at or before the completion of the merger in an amount equal to 100% of his base salary, plus an additional three months of annualized bonus at the same percentage for anticipated performance through June 30, 2008.

For a full description, see “The Merger — Interests of Metal Management Directors and Executive Officers in the Merger” beginning on page 51.

Board of Directors of Sims Metal Management After the Merger

The size of the Sims board of directors is currently set at seven members. Upon the effective time of the merger, the board of directors of Sims Metal Management will have 12 directors, as follows:

• Norman R. Bobins, John T. DiLacqua, Robert Lewon and Gerald E. Morris, who are currently nonexecutive directors of Metal Management;

• Paul K. Mazoudier, J. Michael Feeney and Paul J. Varello, who are currently non-executive directors of Sims;

• Masakatsu Iwanaga and Christopher J. Renwick, who are currently non-executive directors of Sims designated by Mitsui & Co., Ltd. of Japan, a subsidiary of which is the largest shareholder of Sims;

• Jeremy L. Sutcliffe, who is currently chief executive officer of Sims, and Ross B. Cunningham, who is currently executive director group finance and strategy of Sims; and

• Daniel W. Dienst, who is currently president and chief executive officer of Metal Management.

For information regarding the governance of Sims Metal Management after the merger, including biographical information regarding its directors, see “The Merger — Board of Directors of Sims Metal Management After the Merger” beginning on page 51 and “The Merger Agreement — Corporate Governance Matters” beginning on page 65.

Executive Officers of Sims Metal Management After the Merger

As of the effective time of the merger, Daniel W. Dienst will be appointed as group chief executive officer of Sims Metal Management and will chair the combined North American metal recycling business, and Robert C. Larry, Metal Management’s current chief financial officer, will be appointed as chief financial officer of Sims Metal Management. Jeremy L. Sutcliffe will continue as an executive director of Sims Metal Management reporting to the new board of directors until at least October 2009 and will chair Sims Metal Management’s metal recycling operations in Australasia and Europe as well as the Sims Recycling Solutions business globally. Ross B. Cunningham will also continue as an executive director of Sims Metal Management.

For biographical information regarding the executive officers of Sims Metal Management after the merger, see “The Merger — Executive Officers of Sims Metal Management After the Merger” beginning on page 54.

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Listing of Sims ADSs and Delisting of Metal Management Common Stock

Sims will apply to have the Sims ADSs issued in the merger approved for listing on the NYSE under the symbol “SMS.” If the merger is completed, Metal Management common stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act and Metal Management will no longer file periodic reports with the SEC.

No Dissenters’ Rights

Under Delaware law, holders of Metal Management common stock are not entitled to dissenters’ rights in connection with the merger.

Principal Conditions to the Completion of the Merger

Sims and Metal Management may not complete the merger unless the following conditions are satisfied or, where permitted, waived:

• the Metal Management stockholders must adopt the merger agreement;

• the waiting period (and any extension thereof) applicable to the merger pursuant to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act, or any other applicable competition, merger, antitrust, foreign investment or similar law must have expired or been terminated;

• the registration statement, of which this proxy statement/prospectus is a part, must have been declared effective by the SEC, must not be the subject of any stop order or proceeding seeking a stop order, and Sims must receive all state securities law authorizations necessary to issue the Sims ADSs pursuant to the merger;

• the Sims ADSs issuable to Metal Management stockholders must have been approved for listing, subject to official notice of issuance, on the NYSE;

• all other governmental commission, board or other regulatory consents, authorizations, orders, approvals or filings that are necessary to complete the merger must have been obtained and be in full force and effect, subject to exceptions that would not have a material adverse effect on Metal Management or Sims;

• there must not be any judgment, decree, order or injunction of a court of competent jurisdiction that prohibits or makes illegal the transactions contemplated by the merger agreement;

• Metal Management must have received an opinion of its tax counsel to the effect that the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Code, and that Sims, Metal Management and MMI Acquisition Corporation will qualify as parties to a reorganization within the meaning of Section 368(b) of the Code;

• the respective representations and warranties of Metal Management and Sims in the merger agreement must be true and correct, subject to exceptions that would not have a material adverse effect on Metal Management or Sims, as the case might be, or on Sims Metal Management following completion of the merger; and

• each of Metal Management and Sims must have performed in all material respects all of its respective obligations under the merger agreement.

Certain of these conditions, including termination of the waiting period under the HSR Act, have been satisfied prior to the date of this proxy statement/prospectus. Under the merger agreement, the parties may elect to waive the satisfaction of any of these conditions, other than the condition relating to the adoption of the merger agreement by the stockholders of Metal Management.

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Termination Events and Termination Fees

Each of Sims and Metal Management will be required to pay a fee to the other or reimburse the other for certain fees and expenses if the merger agreement is terminated under the circumstances specified below:

A fee of $25 million, which is referred to as the termination fee, will be payable by a party to the other party if:

• the paying party terminates the merger agreement to enter into a superior acquisition proposal; or

• the paying party knowingly breached the representations and warranties in the merger agreement at the date of the merger agreement.

The termination fee will also be payable by Metal Management to Sims if:

• Sims terminates the merger agreement because the Metal Management board of directors has withdrawn or modified in an adverse manner its recommendation of the merger; or

• either party terminates the merger agreement because Metal Management’s stockholders failed to approve the merger, if (i) prior to the Metal Management special stockholders meeting, an acquisition proposal was publicly announced or communicated to the Metal Management board of directors and (ii) Metal Management enters into any business combination transaction, or an agreement providing for such transaction, with any third party within 12 months following such termination.

A reimbursement of up to $10 million of out-of-pocket costs and expenses will be payable by one party to the other party if the paying party breaches the merger agreement in a manner that causes the failure of a closing condition (other than the covenants relating to non-solicitation or actions required to register or list the Sims ADSs or call the Metal Management stockholder meeting) that continues for 30 days following notice by the non-breaching party or is not capable of being cured, unless the termination fee is applicable.

If a termination results from the willful and material failure by any party to perform its obligations under the merger agreement, such party will be fully liable for any and all damages suffered or incurred by the other party as a result of such failure.

No Solicitation by Metal Management and Sims

The merger agreement restricts the ability of Metal Management and Sims to initiate, solicit or encourage or facilitate any discussions or negotiations with a third party regarding a proposal to acquire a significant interest in Metal Management or Sims, respectively. However, if Metal Management or Sims receives an unsolicited written acquisition proposal from a third party that its respective board of directors determines in good faith (after consultation with its outside legal and financial advisors) constitutes a superior proposal or is reasonably likely to result in a superior proposal, and for which the failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of that board of directors, the party receiving the acquisition proposal may furnish nonpublic information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions described in the merger agreement.

Material Tax Consequences

A United States stockholder of Metal Management that exchanges Metal Management shares for Sims ADSs in the merger generally will not recognize any gain or loss for United States federal income tax purposes except with respect to cash, if any, received instead of a fractional Sims ADS.

Holders of Metal Management common stock should realize no taxable gain or loss and receive no taxable income for Australian tax purposes upon the receipt of Sims ADSs or cash to be issued in connection with the merger in exchange for shares of Metal Management common stock provided that they are not residents of Australia for Australian tax purposes and that they are not using, holding or acquiring the Sims ADSs for the purposes of any business carried on in Australia.

Tax matters relating to the merger are complicated and a full discussion of all possible tax issues that may be applicable to each holder is beyond the scope of this proxy statement/prospectus. You should be aware

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that the tax consequences of the merger to you will depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not disclosed in this proxy statement/prospectus. We therefore recommend that you consult with your own tax advisor for a full understanding of the tax consequences of the merger to you. In addition, we strongly urge you to carefully read the more detailed discussion regarding the material United States federal income tax consequences and Australian tax consequences resulting from the merger that is included in the sections entitled “Material United States Federal Income Tax Consequences” beginning on page 78 and “Material Australian Tax Consequences” beginning on page 82.

Accounting Treatment

The merger will be accounted for under U.S. GAAP as a business combination under the “purchase method” as defined by Statement of Financial Accounting Standards No. 141, Business Combinations. Sims will be the acquirer for financial accounting purposes. See “Accounting Treatment” beginning on page 84.

Risk Factors

In evaluating the merger, the merger agreement or the issuance of Sims ADSs in the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 15.

Comparison of Stockholders Rights and Corporate Governance Matters

As a result of the merger, the holders of Metal Management common stock will become holders of Sims ADSs. Following the merger, Metal Management stockholders will have different rights as holders of Sims ADSs than they had as Metal Management stockholders due to the differences between the laws of the jurisdiction of incorporation and the certificate of incorporation and bylaws of Metal Management and the jurisdiction of incorporation and constitution of Sims. See “Comparative Rights of Stockholders” beginning on page 130. For a copy of Metal Management’s current certificate of incorporation or bylaws, see “Where You Can Find More Information” beginning on page 147. Sims’s constitution is included as an exhibit to the registration statement of which the proxy statement/prospectus is a part.

Regulatory Approvals

The merger is subject to the United States antitrust laws and laws regulating foreign investment in the United States. Sims and Metal Management have filed the required notifications and received early termination of the waiting period under the HSR Act. The parties have also filed a voluntary notice of the merger with the Committee of Foreign Investment in the United States, which is referred to as CFIUS, under Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007, which are referred to as the Exon-Florio Provisions. CFIUS has notified the parties that it has cleared the merger. In addition, Sims and Metal Management have filed notifications with the competition authorities in China, Germany, Greece and Turkey. The merger has received antitrust clearance from the competition authorities in each of these jurisdictions. Despite having received antitrust clearance, the merger may be subject to further antitrust scrutiny in the United States and potentially elsewhere both before and after its completion.

Market Price and Dividend Information

Historical Market Price Information

Metal Management’s common stock is traded on the NYSE under the symbol “MM.” Sims ordinary shares are traded on the ASX under the symbol “SGM.”

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Prior to October 5, 2006, Metal Management common stock traded on the NASDAQ National Market System under the symbol “MTLM.” The following table sets forth the high and low closing prices per share of (i) Metal Management common stock on the NASDAQ National Market System for periods prior to October 5, 2006, (ii) Metal Management common stock on the NYSE beginning October 5, 2006 and (iii) Sims ordinary shares as reported on the ASX for the periods indicated:

2005 Quarter ended March 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended June 30, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended September 30, 2005 . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended December 31, 2005. . . . . . . . . . . . . . . . . . . . . . . . . 2006 Quarter ended March 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended June 30, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended September 30, 2006 . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended December 31, 2006. . . . . . . . . . . . . . . . . . . . . . . . . 2007 Quarter ended March 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended June 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended September 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended December 31, 2007. . . . . . . . . . . . . . . . . . . . . . . . . 2008 Quarter ending March 31, 2008 (through February 7, 2008) . . . . . .	High Low Sims Ordinary Shares A$19.08 A$16.56 A$17.22 A$12.91 A$19.45 A$14.26 A$19.22 A$16.07 A$17.70 A$14.44 A$20.30 A$17.67 A$21.45 A$18.00 A$23.50 A$19.60 A$24.45 A$19.20 A$27.73 A$22.85 A$33.30 A$23.97 A$31.15 A$25.65 A$29.90 A$24.41	Metal Management Common Stock	Metal Management Common Stock
	High A$19.08 A$17.22 A$19.45 A$19.22 A$17.70 A$20.30 A$21.45 A$23.50 A$24.45 A$27.73 A$33.30 A$31.15 A$29.90	High $30.24 $25.96 $27.62 $25.86 $32.25 $34.91 $31.87 $38.75 $46.20 $51.45 $55.85 $57.62 $52.70	Low
			$22.94 $16.88 $19.64 $22.93 $23.48 $27.93 $24.12 $27.39 $36.90 $44.07 $40.60 $44.40 $43.38

Dividend Information

The following tables present information on dividends determined or declared on Sims ordinary shares and on Metal Management common stock for the periods indicated.

on Metal Management common stock for the periods indicated.
Fiscal 2006 Half year period ended December 31, 2005 - Hugo Neu Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - all other shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Half year period ended June 30, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal 2007 Half year period ended December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Half year period ended June 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Sims Dividends
	A$0.15 A$0.45 A$0.60 A$0.60 A$0.60

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Metal Management Dividends

Fiscal 2006

Fiscal 2006
Quarter ended June 30, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended September 30, 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended December 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended March 31, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Fiscal 2007
Quarter ended June 30, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended September 30, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended March 31, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Fiscal 2008
Quarter ended June 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended September 30, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075
Quarter ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$0.075

Prior to the merger, the merger agreement permits Metal Management to continue to pay its stockholders its regular quarterly cash dividend consistent with past dividend policy and Sims to continue to pay its shareholders its regular half yearly period cash dividend and to issue Sims ordinary shares in lieu of a cash dividend under its dividend reinvestment plan consistent with past dividend policy.

After the merger, the board of directors of Sims Metal Management will have the power to determine the amount and frequency of the payment of dividends with respect to Sims ordinary shares and Sims ADSs, having regard to shareholder expectations and the capital requirements, earnings and cash flow of the business. The board of directors of Sims Metal Management will evaluate the most effective means to provide returns to shareholders, which may include supplementing dividends with other capital management options, including share buybacks. At the outset, it is contemplated that the combined company will return in the order of 45% to 55% of net profit after tax to its shareholders.

Recent Closing Prices and Comparative Market Price Information

The following table presents the closing prices per share of Sims ordinary shares and Metal Management common stock based on closing prices for those shares on the ASX and NYSE, respectively, as well as the equivalent price per share of Metal Management common stock. These prices and values are presented on two dates:

• September 21, 2007, the last trading day prior to the public announcement of the proposed merger; and

• February 7, 2008, the last trading day for which this information could be calculated prior to the date of this proxy statement/prospectus.

As of closing on September 21, 2007: Price per share . . . . . . . . . . . . . . . . . . As of closing on February 7, 2008: Price per share . . . . . . . . . . . . . . . . . .	Sims Ordinary Shares (Price per Share)(1) $28.16 $26.74	Metal Management Common Stock (Price per Share) $48.86 $52.70	Metal Management Equivalent Stock Price (Price per Share)(2)
			$57.72 $54.82

• (1) Sims ordinary share price as at the close of trading on September 21, 2007 and February 7, 2008 of A$32.55 and A$29.90, respectively, converted into U.S. dollars at the daily noon buying rates, as published by the Federal Reserve Bank of New York, on September 21, 2007 and February 7, 2008, respectively.

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• (2) The Metal Management equivalent stock prices were calculated by multiplying the per share price of Sims ordinary shares on each date by the exchange ratio of 2.05.

Because the exchange ratio is fixed and will not be adjusted as a result of changes in the market prices of Sims ordinary shares or Metal Management common stock, the implied value of the merger consideration will fluctuate with the market price of Sims ordinary shares and the Australian dollar — U.S. dollar exchange rate. You should obtain current market quotations for Sims ordinary shares from a newspaper, the Internet or your broker or banker.

Selected Historical Consolidated Financial Information

Selected Historical Consolidated Financial Information of Metal Management

The following table shows selected consolidated financial information for Metal Management. The information as of and for each of the five years ended March 31, 2007 was derived from Metal Management’s audited consolidated financial statements. The information as of September 30, 2007 and for the six months ended September 30, 2007 and 2006 was derived from Metal Management’s unaudited consolidated financial statements.

You should read the following selected financial information together with Metal Management’s historical consolidated financial statements, including the related notes, and the other information incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 147.

Statement of Operations Data: Net sales . . . . . . . . . . Net income . . . . . . . . Basic earnings per share . . . . . . . . . . . Weighted average shares outstanding. . Diluted earnings per share . . . . . . . . . . . Weighted average diluted shares outstanding . . . . . . Balance Sheet Data: Total assets . . . . . . . . Long-term debt (including current maturities) . . . . . . . Stockholders’ equity . . Cash dividends paid per share . . . . . . .	2007 2006 Six Months Ended September 30, (Unaudited) $1,369,208 $1,080,620 $ 40,502 $ 73,962 $ 1.61 $ 2.86 25,197 25,834 $ 1.58 $ 2.79 25,603 26,489 $ 755,011 N/A $ 31,829 N/A $ 506,919 N/A $ 0.15 $ 0.15		**Years **	Ended March 31,
		2007 2006 (In thousands of U.S. dollars $2,229,012 $1,589,126 $ 116,405 $ 60,264 $ 4.54 $ 2.45 25,637 24,579 $ 4.43 $ 2.35 26,251 25,670 $ 695,523 $ 555,317 $ 206 $ 3,248 $ 464,830 $ 383,889 $ 0.30 $ 0.30		2005 2004 2003 or shares, except for per share amounts) $1,701,958 $1,083,413 $770,009 $ 92,250 $ 51,389 $ 20,501 $ 3.96 $ 2.42 $ 1.01 23,279 21,243 20,323 $ 3.74 $ 2.27 $ 0.99 24,659 22,653 20,741 $ 478,782 $ 406,416 $248,651 $ 2,531 $ 44,297 $ 89,610 $ 312,616 $ 202,839 $ 78,282 $ 0.15 $ — $ —	2003

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Selected Historical Consolidated Financial Information of Sims

The following table shows selected consolidated financial information for Sims. The information as of June 30, 2006 and June 30, 2007 and for each of the three years ended June 30, 2007 was derived from Sims’s audited consolidated financial statements. The information as of June 30, 2005, June 30, 2004 and June 30, 2003 and for each of the years ended June 30, 2004 and 2003 is unaudited. You should read the following selected financial information together with Sims’s historical consolidated financial statements, including the related notes, and the other information contained elsewhere in this proxy statement/prospectus. See “Index to Financial Statements” beginning on page F-1.

Statement of Operations Data: Net sales . . . . . . . . . . . . Net income . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . Weighted average shares outstanding . . . . . . . . . Weighted average diluted shares outstanding. . . . Balance Sheet Data: Total assets . . . . . . . . . . Total long-term debt . . . . Shareholders’ equity . . . . Cash dividends paid per ordinary share . .		Year Ended June 30,
	2007 2006 2005 2004 2003 (In thousands of Australian dollars or shares, except for per share amounts) A$5,386,044 A$3,612,313 A$2,413,262 A$1,751,101 A$1,469,536 A$ 249,874 A$ 191,128 A$ 189,082 A$ 119,704 A$ 74,735 A$ 2.00 A$ 1.69 A$ 2.08 A$ 1.30 A$ 0.82 A$ 1.99 A$ 1.69 A$ 2.07 A$ 1.30 A$ 0.82 124,916 112,857 91,086 91,766 91,273 125,620 113,193 91,180 91,854 91,319 A$1,979,035 A$1,801,379 A$ 817,205 A$ 712,327 A$ 577,413 A$ 339,538 A$ 302,528 A$ 98,946 A$ 38,050 A$ 8,292 A$1,100,367 A$1,031,726 A$ 478,118 A$ 457,940 A$ 395,040 A$ 1.20 A$ 1.35 A$ 1.30 A$ 0.57 A$ 0.42		2003

Selected Unaudited Pro Forma Combined Financial Information

The following selected unaudited pro forma combined financial information shows the pro forma effect of the consummation of the merger of Sims and Metal Management, as provided in the merger agreement as if the merger had occurred on July 1, 2006 for statement of operations purposes and on June 30, 2007 for balance sheet purposes. The information has been prepared in accordance with U.S. GAAP and is derived from, and should be read in conjunction with, the historical consolidated financial statements of Sims for its fiscal year ended June 30, 2007, the index to which is included on page F-1 of this proxy statement/prospectus, and the historical consolidated financial statements of Metal Management for its fiscal year ended March 31, 2007 and fiscal quarter ended June 30, 2007, which are incorporated by reference in this proxy statement/ prospectus. The information should also be read in conjunction with the information provided under “Unaudited Pro Forma Combined Financial Information” beginning on page 85 and “Notes to Unaudited Pro Forma Combined Financial Information” beginning on page 90.

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The pro forma information below is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved if the merger had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.

Selected Unaudited Pro Forma Combined Statement of Operations Information

Revenue . . . . . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . Income from joint ventures . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . Interest and other income, net . . . . . . . Income before income taxes . . . . . . . . Provision for income taxes . . . . . . . . . Net income. . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . .	Sims Group Limited Fiscal Year Ended June 30, 2007 (In thousands A$ 5,386,044 (5,017,389) 368,655 14,050 (29,963) 11,177 363,919 (114,045) A$ 249,874 A$ 2.00	Metal Management, Inc. Period from July 1, 2006 to June 30, 2007(1)(2) Pro Forma Adjustments Fiscal Year Ended June 30, 2007(1)(2) Pro Forma Combined Fiscal Year Ended June 30, 2007(1)(2) of Australian dollars, except for per share amounts) A$ 3,043,620 A$ — A$ 8,429,664 (2,854,862) (11,822) (7,884,073) 188,758 (11,822) 545,591 2,479 — 16,529 (3,198) — (33,161) 3,224 — 14,401 191,263 (11,822) 543,360 (71,089) 4,611 (180,523) A$ 120,174 A$ (7,211) A$ 362,837 A$ 2.02	Pro Forma Combined Fiscal Year Ended June 30, 2007(1)(2)
			545,591 16,529 (33,161) 14,401
			543,360 (180,523)
			A$ 362,837
			A$ 2.02

Selected Unaudited Pro Forma Combined Per Share Information

Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average number of ordinary shares used in calculating basic earnings per share(3): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of dilution: Options, including ordinary shares issued under the Sims Group Employee Share Scheme deemed to be options for accounting purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pro Forma Combined Fiscal Year Ended June 30, 2007(1)(2) (In thousands of Australian dollars, except for share and per share amounts) A$ 362,837 179,596,802 704,319 180,301,121 A$ 2.02 A$ 2.01

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Selected Unaudited Pro Forma Combined Balance Sheet Information

ASSETS Total current assets . . . . . . . . . . . . . . . . . . . Total non-current assets . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Total current liabilities . . . . . . . . . . . . . . . . Total non-current liabilities . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . SHAREHOLDERS’ EQUITY Ordinary shares . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . Treasury stock, at cost . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . .	Sims Group Limited June 30, 2007 A$ 775,557 1,203,478 1,979,035 437,841 440,827 878,668 728,378 (68,297) 440,286 — 1,100,367 A$1,979,035	Metal Management, Inc. June 30, 2007(2)(4) Pro Forma Adjustments June 30, 2007(2) (In thousands of Australian dollars) A$608,205 A$ 30,813 337,932 1,318,701 946,137 1,349,514 250,047 30,000 122,024 105,518 372,071 135,518 241,162 1,546,900 (11,661) 11,661 404,841 (404,841) (60,276) 60,276 574,066 1,213,996 A$946,137 A$1,349,514	Pro Forma Combined June 30, 2007(2) A$1,414,575 2,860,111 4,274,686 717,888 668,369 1,386,257 2,516,440 (68,297) 440,286 — 2,888,429 A$4,274,686

• (1) The information is derived from the historical consolidated financial statements of Metal Management for its fiscal year ended March 31, 2007, adjusted for the following to derive comparable reporting periods with Sims:

• quarterly information for the period April 1, 2006 to June 30, 2006 is not included in the pro forma financial information for Metal Management; and

• quarterly information for the period April 1, 2007 to June 30, 2007 has been included in the pro forma financial information for Metal Management.

• (2) The information for Metal Management and the pro forma adjustments above were originally denominated in U.S. dollars and have been converted to Australian dollars based on the average exchange rate for the period from July 1, 2006 to June 30, 2007 of A$1.275 = $1.00 for the statement of operations and the noon buying rate as of June 29, 2007 of A$1.176 = $1.00 for the balance sheet.

• (3) The merger consideration consists of Sims ADSs representing Sims ordinary shares. The weighted average number of pro forma shares has been adjusted as if the Sims ADSs to be issued in connection with the merger had been issued on July 1, 2006.

• (4) The information is derived from the historical financial statements of Metal Management for its fiscal quarter ended June 30, 2007, which are unaudited.

Audited historical financial statements for Sims are included in this proxy statement/prospectus beginning on page F-2. Audited historical financial statements for the two-month period ending October 31, 2005 for entities operating certain of the recycling businesses of Hugo Neu Corporation are included in this proxy statement/prospectus beginning on page F-38. These entities were acquired by Sims in October 2005. The financial statements for these entities were prepared based on financial information relating to the period of ownership of these entities by Hugo Neu Corporation prior to their acquisition by Sims. Audited and unaudited historical financial statements for Metal Management are incorporated by reference in this proxy statement /prospectus. For additional information, see “Where You Can Find More Information” beginning on page 147.

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Unaudited Comparative Per Share Information

The following table summarizes unaudited per share information for Sims and Metal Management on a historical basis, on a pro forma combined basis for the combined company and on an equivalent pro forma combined basis for Metal Management. It has been assumed for purposes of the pro forma financial information provided below that the merger was completed on July 1, 2006 for statement of operations purposes, and on June 30, 2007 for balance sheet purposes. The following information should be read in conjunction with the audited consolidated financial statements of Sims and Metal Management as of and for the years ended June 30, 2007 and March 31, 2007, respectively, and the unaudited consolidated financial statements of Metal Management for the quarterly period ended June 30, 2007, each of which is included or incorporated by reference into this proxy statement/prospectus, and with the information under “Unaudited Pro Forma Combined Financial Information” and related notes included elsewhere in this proxy statement/prospectus.

Income from continuing operations . . . . . . . . . . . . . . . . . . Per Common Share Basic. . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . Dividends . . . . . . . . . . . . . . . . . . . . Book value of equity . . . . . . . . . . . .		Year Ended June 30, 2007	Year Ended June 30, 2007
	Historical Sims(1) Historical Metal Management (In thousands of U.S. dollars, $195,980 $94,255 $ 1.57 $ 3.75 $ 1.56 $ 3.68 $ 0.94 $ 0.30 $ 7.43 $ 18.89		Sims Pro Forma Combined Metal Management Pro Forma Equivalent(2) except per share amounts) $284,578 $ 1.58 $ 3.24 $ 1.58 $ 3.24 $ 0.70 $ 1.44 $ 13.61 $27.90	Metal Management Pro Forma Equivalent(2)

(1) Sims’s results as reported in Australian dollars have been converted into U.S. dollars using an average exchange rate of A$1.275 = $1.00 and a year end rate of A$1.176 = $1.00.

(2) The Metal Management pro forma equivalent per share amounts are calculated by multiplying the Sims pro forma combined amounts per share by the exchange ratio of 2.05.

Exchange Rate Information

On September 21, 2007, the last trading day before the public announcement of the proposed merger, the exchange rate between the U.S. dollar and the Australian dollar expressed in U.S. dollars per Australian dollar was A$1.00 = $0.865. On February 7, 2008, the most recent practicable day prior to the date of this proxy statement/prospectus, the exchange rate was A$1.00 = $0.894. For additional information regarding historical exchange rates between the U.S. dollar and Australian dollar, see “Currencies and Exchange Rates” beginning on page 120.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this document, including the matters under the caption “Cautionary Statements Regarding Forward-Looking Information” and the matters discussed under the caption “Risk Factors” included in the Annual Report on Form 10-K filed by Metal Management for the 12-month period ended March 31, 2007, as updated by subsequently filed Forms 8-K and 10-Q, you should carefully consider the following factors in deciding whether to vote for adoption of the merger agreement.

Risks Relating to the Merger

Because the market price of Sims ordinary shares will fluctuate, Metal Management stockholders cannot be sure of the value of the consideration they will receive in the merger.

Upon completion of the merger, each share of Metal Management’s common stock will be converted into the right to receive 2.05 Sims ADSs. Each Sims ADS will represent one Sims ordinary share, and the value of the Sims ADSs is accordingly expected to fluctuate based, to a significant extent, on corresponding changes in the value of Sims ordinary shares. The value of Sims ordinary shares may vary significantly from the closing price of Sims ordinary shares on the date the merger was announced, the date that this document was mailed to Metal Management stockholders, the date of the special meeting of Metal Management stockholders and the last trading day preceding the closing date. There will be no adjustment to the exchange ratio for changes in the market price of Sims ordinary shares or Metal Management common stock. Neither company is permitted to terminate the merger agreement, and the Metal Management board of directors is not permitted to change its recommendation to its stockholders to approve the merger, solely because of changes in the market price of either company’s stock. The market value of Sims ADSs to be received in the merger will continue to fluctuate following completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Sims Metal Management’s businesses, operations and prospects, and regulatory considerations. Many of these factors will be beyond the control of Sims Metal Management and its management. Before deciding whether to vote for adoption of the merger agreement, you should obtain current market quotations for Sims ordinary shares and shares of Metal Management common stock.

The value of Sims ADSs to be received in the merger will be subject to currency fluctuations.

Prior to the completion of the merger, any change in the U.S. dollar — Australian dollar exchange rate will affect the U.S. dollar market value of the consideration that Metal Management stockholders will receive upon completion of the merger. There will be no adjustment to the exchange ratio for changes in the U.S. dollar — Australian dollar exchange rate. Neither company is permitted to terminate the merger agreement, and the Metal Management board of directors is not permitted to change its recommendation to its stockholders to approve the merger, solely because of changes in currency exchange rates. Following completion of the merger, fluctuations in the exchange rate between the U.S. dollar and the Australian dollar will continue to affect the U.S. dollar equivalent of the Australian dollar price of Sims ordinary shares listed on the ASX and the market price of Sims ADSs traded on the NYSE. Before deciding whether to vote for adoption of the merger agreement, you should obtain information regarding the U.S. dollar — Australian dollar exchange rate.

Stockholders in the United States may decide to sell Metal Management common stock or Sims ADSs, which could cause a decline in their respective market prices.

Some United States holders of Metal Management common stock may be disinclined to own shares of a company that is organized and has its primary listing outside of the United States. This could result in the sale of Metal Management shares prior to the completion of the merger or the sale of Sims ADSs received in the merger, some of which may be purchased by Australian and other non-U.S. investors. In addition, the market price of Metal Management common stock, Sims ordinary shares and Sims ADSs may be adversely affected by arbitrage activities occurring prior to the completion of the merger. These sales, or the prospects of such

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sales in the future, could adversely affect the market price for, and the ability to sell in the market, shares of Metal Management common stock before the merger is completed and Sims ADSs after the merger is completed.

Sims ADSs may not be as liquid as Metal Management common stock.

Some companies that have issued ADSs on United States stock exchanges have experienced lower levels of liquidity in their ADSs than is the case for their ordinary shares listed on their domestic exchange. There is a possibility that Sims ADSs will be less liquid than Sims ordinary shares listed on the ASX or less liquid than Metal Management common stock. In addition, investors may incur higher transaction costs when buying and selling Sims ADSs than they would incur in buying and selling Metal Management common stock.

The rights of holders of Sims ADSs to be issued in the merger will not be the same as the rights of holders of Metal Management common stock or Sims ordinary shares.

Metal Management is a corporation organized under the laws of Delaware. The rights of holders of Metal Management common stock are governed by the Delaware General Corporation Law, the certificate of incorporation and bylaws of Metal Management and the listing rules of the NYSE. Sims is a company organized under the laws of Australia. Upon completion of the merger, the former holders of Metal Management common stock will receive Sims ADSs, which represent a beneficial ownership interest in Sims ordinary shares. The rights of holders of Sims ADSs will be governed by the Australian Corporations Act 2001 (Cth), which is referred to as the Corporations Act, Sims’s constitution, the listing rules of the ASX and the NYSE and the deposit agreement pursuant to which the ADSs will be issued. There are differences between the rights presently enjoyed by holders of Metal Management common stock and the rights to which the holders of Sims ADSs will be entitled following the merger. In some cases, the holders of Sims ADSs to be issued in the merger may not be entitled to important rights to which they would have been entitled as holders of Metal Management common stock. The rights and terms of the Sims ADSs are designed to replicate, to the extent reasonably practicable, the rights attendant to Sims ordinary shares, for which there is currently no active trading market in the United States. However, because of aspects of Australian law, Sims’s constitution and the terms of the deposit agreement under which the Sims ADSs will be issued, the rights of holders of Sims ADSs will not be identical to and, in some respects, may be less favorable than, the rights of holders of Sims ordinary shares. For more information regarding the characteristics of, and differences between, Metal Management common stock, Sims ordinary shares and Sims ADSs, please refer to “Description of Sims Ordinary Shares,” “Description of Sims American Depositary Shares,” and “Comparative Rights of Stockholders.”

After the completion of the merger, the market price of Sims ADSs may not be identical, in U.S. dollar terms, to the market price of Sims ordinary shares.

While the market price of Sims ADSs is expected to fluctuate according to the market price of Sims ordinary shares and according to changes in the U.S. dollar — Australian dollar exchange rate, there is no guarantee that this relationship will be observed at all times, or at any time. The market price of Sims ADSs may differ from the market price of Sims ordinary shares in U.S. dollar terms for a number of reasons, including the relative liquidity of Sims ADSs and Sims ordinary shares.

After the completion of the merger, the market price of Sims ordinary shares may be affected by different factors than those currently affecting Sims ordinary shares or Metal Management common stock.

The businesses of Sims and Metal Management differ in some respects and, accordingly, the results of operations of the combined company following the consummation of the merger and the market price of Sims ordinary shares and Sims ADSs following the transaction may be affected by factors different from those currently affecting the independent results of operations of each of Sims and Metal Management. In particular, Sims operates significant businesses outside of the United States and has a greater exposure to markets and economies outside the United States than Metal Management currently does. For a discussion of the businesses of Sims and Metal Management and of certain factors to consider in connection with those businesses, see

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“The Companies — Sims,” “The Companies — Metal Management, Inc.” and the documents incorporated by reference in this document and referred to under “Where You Can Find More Information.”

Sims Metal Management will experience significant changes in the composition of its board of directors and senior management as a result of the merger, which could result in disruption in its business and delay or prevent the successful integration of the businesses of Sims and Metal Management.

Following completion of the merger, Sims Metal Management will experience significant changes in the composition of its board of directors and senior management. The board of directors of the combined company will be expanded to 12 members, with the current directors of Metal Management joining the Sims Metal Management board. In addition, Metal Management’s current chief executive officer and chief financial officer will become the chief executive officer and chief financial officer of Sims Metal Management following the merger. After the merger, the executive offices of Sims Metal Management will be relocated to New York, New York, while the group accounting consolidation and external financial reporting processes will be progressively relocated to the United States until approximately September 2008. The success of Sims Metal Management following the merger will depend, to a significant extent, on the performance of its new board of directors and senior management team. Following the merger, Sims Metal Management will be subject to risks associated with its post-transaction management structure, including risks relating to officer and employee integration, potential loss of the services of key officers or employees, managerial efficiency and effectiveness and familiarity with the combined business and operations. In addition, Sims Metal Management will be subject to risks associated with the division of management responsibilities between Mr. Dienst, who will become group chief executive officer and chair of the combined North American metal recycling business, and Mr. Sutcliffe, who will continue as an executive director and will chair Sims Metal Management’s metal recycling business in Australasia and Europe as well as Sims Recycling Solutions globally. While the respective roles of Mr. Dienst and Mr. Sutcliffe have been delineated, there is a risk that the management structure will not yield the intended benefits and may cause difficulties for the execution of group strategies.

Sims Metal Management will be a “foreign private issuer” under the rules and regulations of the SEC and, as a result, will be exempt from a number of rules under the Exchange Act and will be permitted to file less information with the SEC than a company incorporated in the United States.

Following completion of the merger, Sims Metal Management will continue to be incorporated in Australia and will be deemed to be a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, Sims Metal Management will be exempt from certain rules under the Exchange Act that would otherwise apply if Sims Metal Management were a company incorporated in the United States, including:

• the requirement to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies with securities registered under the Exchange Act;

• the requirement to file financial statements prepared in accordance with U.S. GAAP;

• the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations; and

• the requirement to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information.

In addition, Sims Metal Management’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the related rules with respect to their purchases and sales of Sims ordinary shares and Sims ADSs. Accordingly, after the completion of the merger, if you hold Sims ADSs, you may receive less information about the combined company than you currently receive about Metal Management and be afforded less protection under the United States federal securities laws than you are entitled to currently.

In addition, if Sims Metal Management loses its status as a foreign private issuer that is exempt from such SEC reporting obligations at some future time, then it will no longer be exempt from such rules and,

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among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.

As a foreign private issuer, Sims Metal Management will not be required to comply with most of the corporate governance standards of the NYSE applicable to companies incorporated in the United States.

Following completion of the merger, the Sims Metal Management board of directors will be required to maintain an audit committee comprised solely of three or more directors satisfying the independence standards of the NYSE applicable to audit committee members. As a foreign private issuer, however, Sims Metal Management will not be required to comply with most of the other corporate governance rules of the NYSE, including the requirement to maintain a majority of independent directors, and nominating and compensation committees of its board of directors comprised solely of independent directors. Holders of Sims ADSs may therefore not be afforded the benefits of the corporate governance standards of the NYSE applicable to companies incorporated in the United States.

Following the completion of the merger, Sims Metal Management will continue to prepare its financial statements using Australian dollars as its reporting currency.

Sims Metal Management will continue to use the Australian dollar as its financial statement reporting currency following completion of the merger. Sims Metal Management’s financial results reported in Australian dollars may differ materially from its results if reported in U.S. dollars due to changes in the exchange rates of the Australian dollar, the U.S. dollar and the currencies of other countries in which Sims Metal Management does business. Future changes in currency exchange rates could have a material adverse effect on Sims Metal Management’s financial results.

Sims’s largest shareholder will have significant influence after the merger over transactions requiring shareholder approval.

Mitsui Raw Materials Development Pty Limited currently holds approximately 19.9% of the outstanding ordinary shares of Sims and is Sims’s largest shareholder. Under Sims’s constitution, Mitsui & Co., Ltd and any of its related bodies corporate, which are collectively referred to as Mitsui, have the right to designate a representative director to serve on the Sims board of directors so long as Mitsui holds 5% or more of Sims ordinary shares and, so long as Mitsui holds 15% or more of Sims ordinary shares, then Mitsui has the right to designate both a representative director and an independent director to serve on the Sims board of directors. Under Sims’s constitution, Mitsui also has a 12-month period in which to reestablish a 15% or greater shareholding in Sims and retain its additional board designation right if its interest is diluted under certain circumstances. These rights of Mitsui will continue to be binding on Sims Metal Management following the merger. Immediately after the merger, Mitsui is expected to hold approximately 14% of the ordinary shares of Sims Metal Management and will therefore have the right to designate a representative director to serve on the Sims board of directors. Under an agreement with Sims, Mitsui is entitled to retain its right to designate an additional independent director if it reestablishes a 15% or greater shareholding in Sims Metal Management within 12 months after the date of completion of the merger. Mitsui may therefore decide to increase its shareholding in Sims Metal Management in order to maintain its additional board designation right. As a result, after the completion of the merger, Mitsui may increase its shareholding in Sims Metal Management, which would give Mitsui significant influence over transactions requiring approval of Sims Metal Management’s shareholders. Mitsui may have interests with respect to its investment in Sims Metal Management that are different from, or in addition to, the interests of other holders of Sims ordinary shares or Sims ADSs. The extent of Mitsui’s shareholding in Sims Metal Management could also have the effect of discouraging offers to acquire control of Sims Metal Management and may preclude holders of Sims ordinary shares or Sims ADSs from receiving any premium above the market price for their shares that may be offered in connection with any attempt to acquire control of Sims Metal Management.

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The merger agreement limits Metal Management’s ability to pursue alternatives to the merger.

The merger agreement contains non-solicitation provisions that, subject to limited exceptions, restrict Metal Management’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of Metal Management. Further, there are only limited exceptions to Metal Management’s agreement that the Metal Management board of directors will not withdraw or modify in a way adverse to Sims its recommendation to Metal Management’s stockholders that they vote in favor of the merger, or recommend any other acquisition proposal. Although the Metal Management board of directors is permitted to take these actions in connection with receipt of an unsolicited superior acquisition proposal from another party if it determines that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties, doing so under certain circumstances would entitle Sims to terminate the merger agreement and to receive a termination fee in the amount of $25 million. See “The Merger Agreement — Termination Fee and Expense Reimbursement.” Sims required Metal Management to agree to these provisions as a condition to Sims’s willingness to enter into the merger agreement. However, these provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Metal Management from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or it might result in a potential competing acquirer proposing to pay a lower per share price to acquire Metal Management than it might otherwise have proposed to pay.

Metal Management’s executive officers and directors have financial interests in the merger that are different from, or in addition to, your interests.

Executive officers of Sims and Metal Management negotiated the terms of the merger agreement, and the Metal Management board of directors approved and recommended that Metal Management’s stockholders vote to adopt the merger agreement. In considering these facts and the other information contained in this document, you should be aware that Metal Management’s executive officers and directors have financial interests in the transaction that are different from, or in addition to, the interests of Metal Management’s stockholders. For instance, each outstanding unvested Metal Management stock option and share of restricted stock held by any director, officer or employee will become fully vested upon completion of the merger. Also, Metal Management’s chief executive officer and chief financial officer have entered into modifications to their respective employment agreements pursuant to which their compensation will increase following the merger. The Metal Management board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby. See “The Merger — Interests of Directors and Executive Officers in the Merger” for information about these financial interests.

The merger is subject to the receipt of consents and approvals from government entities that may impose conditions that could have an adverse effect on Sims Metal Management and the failure to obtain any such consent or approval may result in the termination of the merger.

Before the merger may be completed, consents, authorizations, orders and approvals of or filings with various governmental commissions, boards or other regulatory authorities in the United States and certain other countries must be obtained. These governmental entities, including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Sims and Metal Management do not currently expect that any such conditions or changes will be imposed, there can be no assurance that there will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on, or limiting the revenues of, the combined company, any of which might have a material adverse effect on the combined company following completion of the merger. Each of Sims and Metal Management is obligated to use its reasonable best efforts to obtain all such governmental consents and approvals, but neither party is obligated to enter into any agreement or take any other action in order to obtain any such governmental consent or approval if such agreement or action would result in reduction of 5% or more of the aggregate tonnage of ferrous metal processed, on an annual basis, by Sims and Metal Management, taken as a whole, compared with the operations of Sims and Metal Management for the 12 months ended June 30, 2007, or would otherwise have a material adverse

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effect on the business of Sims or Metal Management or on the ability of Sims or Metal Management to consummate the merger and perform their respective obligations under the merger agreement.

Risks Relating to the Operations of Sims Metal Management Following the Merger

Set forth below are risks that the boards of directors of Sims and Metal Management believe may be material to the combined business operations of Sims Metal Management after completion of the merger. Additional risks and uncertainties that are presently unknown or deemed to be immaterial may also impair the business operations of the combined company after completion of the merger.

The parties may not realize all of the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated benefits from combining the businesses of Sims and Metal Management. However, to realize these anticipated benefits, Sims and Metal Management must successfully combine their businesses, which are currently principally conducted in different countries by management and employees coming from different cultural backgrounds. If Sims and Metal Management are not able to achieve these objectives, the anticipated benefits of the transaction may not be realized fully, may take longer to realize than expected or may not be realized at all. Sims and Metal Management have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of the combined company to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management’s attention and resources. These integration matters could have an adverse effect on each of Metal Management and Sims during the transition period and on the combined company following completion of the merger.

The metal recycling industry has historically been, and is expected to remain, highly cyclical and demand from individual export markets, which will be important to Sims Metal Management, is volatile.

The operating results of the metal recycling industry, in general, have historically been, and are expected to remain, highly cyclical in nature and Sims Metal Management’s operations, specifically, are expected to be highly cyclical in nature. The results of Sims Metal Management’s operations will tend to reflect, and be amplified by, changes to general economic conditions, both domestically and internationally. Historically, in periods of recession or periods of slowing economic growth, the results from operations of metal recycling companies have been materially and adversely affected. For example, during recessions or periods of slowing economic growth, the automobile and the construction industries typically experience major cutbacks in production, resulting in decreased demand for steel, copper and aluminum, and it would be expected that, during such periods, there would be significant fluctuations in demand and pricing for Sims Metal Management’s products. Economic downturns in the United States or internationally will likely materially and adversely affect Sims Metal Management’s results of operations and financial condition. Sims Metal Management’s ability to withstand significant economic downturns or recessions in the future will depend, in part, on its level of capital and liquidity at the time. Sims Metal Management’s business may also be adversely affected by increases in steel imports into the United States or other significant market regions, such as Australia, the United Kingdom and New Zealand, which may have an adverse impact on steel production in such market regions and a corresponding adverse impact on the demand for recycled metals from some of Sims Metal Management’s facilities within such market regions. Additionally, the combined company’s business could be negatively affected by changes in currency exchange rates, changes in tariffs, or increased freight costs which could negatively impact export sales or attract imports of recycled metal or metal substitutes, reducing demand for the combined company’s recycled metals. When metals markets weaken, if Sims Metal Management is unable to reduce its costs commensurately, the combined company could experience a material decline in earnings. A material decline in earnings could negatively affect cash flows and capitalization and the market price for Sims ordinary shares and Sims ADSs.

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Sims Metal Management will be subject to significant risks relating to changes in commodity prices, currency exchange rates and interest rates, and may not be able to effectively protect against these risks.

Sims Metal Management will be exposed to commodity price risk during the period that it has title to products that are held in inventory for processing or resale. Prices of commodities, including recycled metals, can be volatile due to numerous factors beyond the combined company’s control. In an increasing price environment for raw materials, competitive conditions may limit Sims Metal Management’s ability to pass on price increases to its consumers. In a decreasing price environment for processed recycled metal, the combined company may not have the ability to fully recoup the cost of raw materials it procures, processes and sells to its customers. New entrants into its markets could result in higher purchase prices for raw materials and lower margins from its recycled metal. Sims Metal Management will not be able to hedge positions in certain commodities, such as recycled ferrous metal, where no established futures market exists. Thus, Sims Metal Management’s sales and inventory position will be vulnerable to adverse changes in commodity prices, which could materially adversely impact the combined company’s operating and financial performance. Sims Metal Management will operate a global trading business that is involved in the purchase and sale of ferrous steel making raw materials without a corresponding sale or purchase. At any one time, this global trading business may have a material number of “open” or at risk trading positions. To the extent that markets move in an adverse direction and Sims Metal Management has not hedged its position, this will have an adverse impact on profitability. As a company that will operate in many countries, Sims Metal Management will also be exposed to movements in currency exchange rates, the impact of which cannot be reliably predicted. Following completion of the merger, Sims Metal Management will report its financial results in Australian dollars. The combined company will have significant assets, liabilities and earnings denominated in currencies other than the Australian dollar, in particular U.S. dollars, pounds sterling and euros. These assets, liabilities and earnings, therefore, will be exposed to fluctuations in exchange rates between these currencies and the Australian dollar. Currency exchange rates have been extremely volatile in recent periods. In addition, Sims Metal Management will have significant indebtedness for borrowed money, some or all of which may provide for variable interest rates. It may not be possible for Sims Metal Management to effectively hedge against changes in interest rates at all or on an economically reasonable basis. Increases in interest rates could materially increase the borrowing costs of the combined company and could have a material adverse effect on its results of operations and financial condition.

The loss of export sales could adversely affect the results of operations and financial condition of Sims Metal Management.

A significant portion of the sales of recycled metal by Sims Metal Management following completion of the merger is expected to be exported to markets outside of the United States and Australia, with significant sales to customers in China, Turkey, India, Malaysia and other individual markets. If sales to these individual markets were to decline significantly for any reason and alternative markets could not be found at comparable market prices, it could materially adversely affect the results of operations and financial condition of Sims Metal Management. Other risks associated with the export business of the combined company include, among other factors, political and economic factors, economic conditions in the world’s economies, changes in legal and regulatory requirements, changes in currency exchange rates applicable to the U.S. dollar, Australian dollar and the currencies of other countries in which Sims Metal Management operates, purchases or exports recycled metal, freight costs and customer collection risks. Any of these factors could result in lower export sales, which could have a material adverse effect on the results of operations and financial condition of Sims Metal Management.

Sims Metal Management will be subject to increasing competition from containerized recycled metal exports.

Sims Metal Management will generate a significant proportion of its earnings from the export of recycled metals. Recently, there has been a significant increase in the number of empty containers at ports in the United States, Australia, the United Kingdom and elsewhere which may be used for exporting materials at a relatively low cost because vessel operators provide lower freight costs to container shippers relative to bulk

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shippers. Small recycled metal operators have taken advantage of this situation by exporting significant quantities of recycled metals in containers in competition with Sims and Metal Management. The increasing competition from containerized recycled metal exports may reduce Sims Metal Management’s export gross margin on sales or volumes and, accordingly, may have a material adverse impact on the results of operations and financial condition of Sims Metal Management.

The concentration of the customers of Sims Metal Management or the termination of material customer contracts could have a material adverse effect on the results of operations and financial condition of the combined company.

Sales to the 10 largest customers of Sims and Metal Management represented approximately 25% of combined consolidated net sales on a pro forma basis for the 12-month period ended June 30, 2007. Accounts receivable balances from these customers comprised approximately 20% of combined consolidated accounts receivable on a pro forma basis as of June 30, 2007. Sims and Metal Management have not generally had long term contracts with their customers and it is not expected that Sims Metal Management will have a significant number of long term contracts with its customers following completion of the merger. The customers of Sims Metal Management will therefore generally have the ability to terminate or modify their contracts with the combined company on short notice without the payment of penalties or other amounts. The loss of significant customers of the combined company, a deterioration in the financial condition of significant customers of the combined company, or the termination of one or more material customer contracts could have a material adverse effect on the results of operations and financial condition of Sims Metal Management.

Potential credit losses from Sims Metal Management’s significant customers could adversely affect the combined company’s results of operations and financial condition.

In connection with the sale of products, Sims Metal Management generally will not require collateral as security for customer receivables nor will it necessarily purchase credit insurance. Sims Metal Management and certain of its subsidiaries may have significant balances owing from customers that operate in cyclical industries and under leveraged conditions that may impair the collectibility of those receivables. Failure to collect a significant portion of amounts due on those receivables could have a material adverse effect on Sims Metal Management’s results of operations and financial condition.

The profitability of the metal recycling operations of Sims Metal Management will depend, in part, on the availability of an adequate source of supply.

Following completion of the merger, Sims Metal Management will procure its recyclable metal inventory from numerous sources, as each of Sims and Metal Management has done historically. These suppliers generally are not bound by long-term contracts and will have no obligation to sell recyclable metal to the combined company. In periods of low industry prices, suppliers may elect to hold recyclable metal to wait for higher prices or intentionally slow their metal collection activities. If a substantial number of suppliers cease selling recyclable metal to Sims Metal Management, the combined company will be unable to recycle metals at desired levels and its results of operations and financial condition could be materially adversely affected. In addition, a slowdown of industrial production in the United States or certain other countries would reduce the supply of industrial grades of metal to the metal recycling industry, resulting in Sims Metal Management having less recyclable metal available to process and market.

A significant increase in the use of substitute materials by consumers of processed recycled ferrous metal could reduce demand for the products of Sims Metal Management.

During periods of high demand, tightness can develop in the available supply of recycled ferrous metal. The relative scarcity of recycled ferrous metal, particularly prime or industrial grades, during such periods, provides opportunities for producers of substitute products, such as pig iron and direct reduced iron pellets. It cannot be assured that the use of substitutes to recycled ferrous metal will not proliferate in the future if the prices for recycled metal rise or if the supply of available unprepared ferrous metal tightens. A number of third parties around the world are working on ways to produce recycled ferrous metal substitutes. If these

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efforts prove successful, they could become significant competitors and materially adversely impact the results of operations and financial condition of Sims Metal Management.

Sims Metal Management’s operations will be subject to extensive governmental regulation in each of the jurisdictions in which it operates.

In each of the jurisdictions in which it will operate, Sims Metal Management will be subject to a variety of laws and regulations relating to trade, competition, taxes, employees and employee benefits, worker health and safety, land use, the environment and other matters. Sims Metal Management may be required to make significant expenditures and to devote substantial management time and attention in order to operate its business in compliance with such laws and regulations. In addition, changes in these laws or regulations or their interpretations or enforcement may require Sims Metal Management to make significant additional expenditures or to change its business practices. If Sims Metal Management fails to comply with applicable laws and regulations, it could incur criminal or civil fines, penalties, assessments or other damages, which could be substantial, and could have material restrictions or limitations placed on its business operations. In certain cases, governmental compliance actions may also give rise to potential claims for damages by private parties.

Sims Metal Management’s operations will be subject to stringent environmental laws and regulations.

Following completion of the merger, Sims Metal Management will be subject to comprehensive statutory and regulatory environmental requirements relating to, among others:

• the acceptance, storage, treatment, handling and disposal of solid, hazardous and toxic waste;

• the discharge of materials into the air;

• the management and treatment of wastewater and storm water;

• the remediation of soil and groundwater contamination; and

• the protection of employee health and safety.

The nature of Sims Metal Management’s business and previous operations by others at facilities currently or formerly owned or operated or otherwise used by the combined company will expose the combined company to risks of claims under environmental laws and regulations, especially for the remediation of soil or groundwater contamination. Sims Metal Management may be required to make material expenditures for remedial activities or capital improvements with regard to sites currently or formerly owned or operated or otherwise used by the combined company.

Environmental statutes and regulations have changed rapidly in recent years by requiring greater and more expensive protective measures, and it is possible that Sims Metal Management will be subject to even more stringent environmental standards in the future. For example, in many jurisdictions in which Sims Metal Management will operate, there is the potential for regulation and or legislation relating to mercury contaminants. Automobile hulks that are purchased and processed by the combined company may contain mercury switches. Legislation or regulations that may be enacted in the future cannot be presently known and neither can the effects, if any, that any such law or regulation could have on Sims Metal Management’s business. For these reasons and others, the future capital expenditures for pollution control equipment, remediation or other initiatives that may be required cannot be predicted with accuracy. However, it is generally expected that environmental standards will become increasingly more stringent and that the expenditures necessary to comply with those heightened standards will correspondingly increase.

Sims Metal Management will be required to maintain, and to comply with, various permits and licenses to conduct its operations. Failure to maintain, or violations of, any permit or license, if not remedied, could result in the combined company incurring substantial fines, suspension of operations or closure of a site. Further, Sims Metal Management’s operations are conducted primarily outdoors and, as such, depending on the nature of the ground cover, such outdoor operations will involve the risk of releases of wastes and other regulated materials to the soil and, possibly, to groundwater. As part of the combined company’s continuous improvement programs, the combined company will incur costs to improve environmental control systems.

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Because companies in the metal recycling industry have the potential for discharging wastes or other regulated materials into the environment, in any given year, a significant portion of Sims Metal Management’s capital expenditures could be related, directly or indirectly, to pollution control or environmental remediation.

The operations of Sims Metal Management will generate waste that will need to be treated, stored and disposed of in accordance with applicable environmental laws.

Sims Metal Management’s metal recycling operations will produce significant amounts of waste that it will be required to pay to have treated or discarded. For example, Sims Metal Management will operate shredders for which the primary feedstock is automobile hulks and obsolete household appliances. Approximately 20% of the weight of an automobile hulk consists of non-metallic material, commonly referred to as shredder fluff or automobile shredder residue, which is referred to as ASR, which constitutes the remnant material after the separation of saleable ferrous and non-ferrous metals. Environmental regulations in the United States and many other countries in which Sims Metal Management will operate will require that Sims Metal Management test ASR to determine if it is to be classified as hazardous waste before disposing of it off-site in permitted landfills. Sims Metal Management’s other waste streams in the United States and other countries in which it will operate will be subject to similar requirements. Additionally, Sims Metal Management will employ significant source control programs to ensure, to the fullest extent possible, that prohibited hazardous materials do not enter its raw materials stream. However, it cannot be assured that such materials will be successfully removed from Sims Metal Management’s source streams and resultant recycling by-products. As a result, Sims Metal Management’s waste streams may, from time to time, be classified as a hazardous waste in which case the combined company may incur higher costs for disposal of these waste products.

Environmental assessments, conducted by independent environmental consulting firms, of certain of the operating sites that Sims Metal Management will own upon the completion of the merger have revealed that some soil impacts, potentially including impacts associated with various metals, petrochemical by-products, waste oils, polychlorinated biphenyls, which are referred to as PCBs, and volatile organic compounds are, or may be, present at varying levels. It is likely that such impacts at varying levels may exist at some of the sites and it is expected that some of these sites could require investigation, monitoring and remediation in the future. The costs of such remediation could be significant. The existence of such impacts at some of the facilities of Sims Metal Management potentially could require the combined company to incur significant costs to remediate and could materially adversely affect the combined company’s ability to sell those properties.

Following completion of the merger, Sims Metal Management may have potential environmental investigation and cleanup liabilities.

Certain U.S. subsidiaries of Metal Management have received notices from the United States Environmental Protection Agency, which is referred to as the USEPA, state agencies or third parties that they have been identified as potentially responsible for the cost of investigation and cleanup of landfills or other sites where the subsidiary’s material was shipped. In most cases, many other parties are also named as potentially responsible parties. The Comprehensive Environmental Response, Compensation and Liability Act, which is referred to as CERCLA, enables USEPA and other United States’ regulatory agencies to recover from owners, operators, generators and transporters the cost of investigation and cleanup of sites which pose serious threats to the environment or public health. In certain circumstances, a potentially responsible party can be held jointly and severally liable for the cost of cleanup. In other cases, a party who is liable may only be liable for a divisible share. Liability can be imposed even if the party shipped materials in a lawful manner at the time of shipment. Liability for investigation and cleanup costs can be significant, particularly in cases where joint and several liability may be imposed. CERCLA, including the Superfund Recycling Equity Act of 1999, limits the exposure of metals recyclers for sales of certain recyclable material under certain circumstances. However, the recycling defense is subject to conducting reasonable care evaluations of current and potential consumers. Because CERCLA can be imposed retroactively on shipments that occurred many years ago, and because USEPA and state agencies are still discovering sites that present problems to public health or the environment,

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it cannot be assured that Sims Metal Management will not become liable in the future for significant costs associated with investigation and remediation of CERCLA waste sites.

Sims Metal Management will not have environmental impairment insurance.

In general, because it believes that the cost of the premiums outweighs the benefit of coverage, Sims Metal Management is not expected to carry environmental impairment liability insurance. If Sims Metal Management were to incur significant liability for environmental damage, such as a claim for soil or groundwater remediation, its results of operations and financial condition could be materially adversely affected.

Sims Metal Management’s operations will present risk of injury or death.

Because of the heavy industrial activities that will be conducted at Sims Metal Management’s facilities, there exists a risk of serious injury or death to Sims Metal Management’s employees or other visitors to its operations, notwithstanding the safety precautions that are taken. Sims Metal Management’s United States operations and its operations in certain other countries will be subject to regulation by governmental agencies responsible for employee health and safety. Sims and Metal Management currently have in place policies to minimize the risk to employees and other visitors to their respective facilities and, accordingly, to minimize the risk that Sims and Metal Management will incur government fines for violations of such regulations. Sims Metal Management may, nevertheless, be unable to avoid material liabilities for any death or injury that may occur in the future and these types of incidents may have a material adverse effect on Sims Metal Management’s results of operations and financial condition.

The loss of any member of the senior management team of Sims Metal Management or a significant number of its managers could have a material adverse effect on Sims Metal Management’s results of operations and financial condition.

After the completion of the merger, Sims Metal Management’s operations will depend heavily on the skills and efforts of its senior management team. In addition, Sims Metal Management will rely substantially on the experience of the management of its businesses with regard to day-to-day operations. While Sims Metal Management will have employment agreements with certain of the members of its senior management team, the combined company may be unable to retain the services of any of those individuals. The loss of any member of the senior management team of Sims Metal Management or a significant number of managers could have a material adverse effect on the combined company’s results of operations and financial condition.

Sims Metal Management may not be able to negotiate future labor contracts on favorable terms.

A significant percentage of Sims Metal Management’s employees will be represented by various labor unions. As the agreements with those unions expire, Sims Metal Management may not be able to negotiate extensions or replacements on terms favorable to it, or at all, or avoid strikes, lockouts or other labor actions from time to time. Therefore, it cannot be assured that new labor agreements will be reached with Sims Metal Management’s unions as those labor contracts expire or on terms that Sims Metal Management finds desirable. Any labor action resulting from the failure to reach an agreement with Sims Metal Management’s unions could have an adverse effect on the combined company’s results of operations and financial condition.

Sims Metal Management will be obligated to contribute to defined benefit pension plans, some of which are underfunded.

Metal Management and Sims currently contribute to defined benefit pension plans that cover various categories of employees and retirees. The obligation to make contributions to fund benefit obligations under these pension plans is based on actuarial valuations, which are based on certain assumptions, including the long-term return on plan assets and discount rate. Three of the Metal Management defined benefit pension plans were underfunded by approximately $1.8 million as of June 30, 2007. Sims Metal Management will have to make additional contributions following completion of the merger to fund its pension benefit plans. Contributions will negatively impact its cash flow and results of operations. In addition, Sims Metal

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Management will contribute to various multi-employer pension plans which cover employees under collective bargaining agreements. The required contributions are specified in such collective bargaining agreements. However, Sims Metal Management may be required to fund additional amounts in the future if one or more of these multi-employer plans do not meet the Employee Retirement Income Security Act funding guidelines. Additional contributions will negatively impact Sims Metal Management’s cash flow, results of operations and financial condition.

Sims Metal Management will incur higher expense related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the merger or other completed or future acquisitions.

The merger will be treated as an acquisition of Metal Management by Sims for accounting purposes. Both Sims and Metal Management have in the past expanded their operations through other acquisitions and joint ventures involving metal recycling businesses owned by third parties. Sims Metal Management expects to continue to complete selected acquisitions and joint venture transactions in the future. In connection with acquisition and joint venture transactions, applicable accounting rules generally require the tangible and certain intangible assets of the acquired business to be recorded on the balance sheet of the acquiror at their fair market value. Intangible assets other than goodwill will be required to be amortized over their estimated useful lives and this expense may be significant. Any excess in the purchase price paid by the acquiror over the fair market value of tangible and intangible assets of the acquired business is recorded as goodwill. If it is later determined that the anticipated future cash flows from the acquired business will be less than the fair market value of the assets and goodwill of the acquired business recorded at the time of the acquisition, the assets or goodwill may be deemed to be impaired. In this case, the acquiror may be required under applicable accounting rules to write down the value of the assets or goodwill on its balance sheet to reflect the extent of the impairment. This write down of assets or goodwill is generally recognized as a non-cash expense in the statement of operations of the acquiror for the accounting period during which the write down occurs. If Sims Metal Management determines that any of the assets or goodwill recorded in connection with the merger or any other prior or future acquisitions or joint venture transactions have become impaired, Sims Metal Management will be required to record a loss resulting from the impairment. The metal recycling industry is highly cyclical and, as a result, Sims Metal Management may be more likely than companies in other industries to incur impairment losses. Impairment losses could be significant and could have a material adverse effect on the results of operations and financial condition of Sims Metal Management, and could have a material adverse affect on its ability to pay dividends.

Since Sims was not subject to SEC rules prior to the merger, significant expenditures and senior management time may be required with respect to Sims Metal Management’s internal controls to ensure compliance with the requirements of Section 404 of the Sarbanes Oxley Act of 2002.

Section 404 of the Sarbanes Oxley Act of 2002 and the regulations of the SEC thereunder will require senior executive and senior financial officers of Sims Metal Management to assess the effectiveness of its internal control over financial reporting on an annual basis commencing with the 12-month period ending June 30, 2009. Sims Metal Management’s independent registered public accounting firm will also be required to provide a report with respect to Sims Metal Management’s internal control over financial reporting annually commencing with the 12-month period ending June 30, 2009. To the extent that Sims Metal Management is discovered to have deficient internal controls, the combined company may be required to allocate significant monetary and management resources to remedy the deficiencies that could otherwise be devoted to its business operations. Management for Sims and Metal Management believe that Sims Metal Management may incur additional expenditures of approximately $3 million in its first year after completion of the merger to ensure compliance with the requirements of Section 404 of the Sarbanes Oxley Act of 2002.

Sims Metal Management will be exposed to the risk of legal claims and other liabilities that may have a material adverse effect on its results of operations and financial condition.

Sims Metal Management will be exposed to the risk of legal claims and other liabilities arising in connection with the operation of its business that may have a material adverse effect on the results of operations and financial condition of Sims Metal Management. These claims and liabilities may include claims

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by employees or former employees relating to personal injury, compensation or employment law violations, environmental, land use and other claims arising out of the ownership or operation of facilities, and disputes with customers, suppliers and other business relations. The nature of Sims Metal Management’s business may make the company more likely than some other companies to be exposed to the risk of legal claims and other liabilities. In particular, metal recycling companies are generally exposed to higher risks of environmental claims and liabilities than companies in non-manufacturing industries, and employees working in the metal recycling industry may be more likely to suffer workplace injuries than employees of companies in other industries. The resolution of these claims and other liabilities may require Sims Metal Management to pay material damages or other costs to third parties, including potentially punitive, treble, exemplary or other special damages. Resolution of claims may also involve an extensive commitment of senior management time and attention, and may require changes in the business practices resulting in decreased revenues or profits or additional costs. Even if claims or other liabilities are resolved successfully, Sims Metal Management may incur significant legal and other expenses in defending against such matters.

The tax liabilities of Sims Metal Management may substantially increase if the tax laws and regulations in the countries in which it will operate change or become subject to adverse interpretations or inconsistent enforcement.

Taxes payable by companies in many of the countries in which Sims Metal Management will operate are substantial and include value added tax, excise duties, taxes on income (including profits and capital gains), payroll related taxes, property taxes and other taxes. Tax laws and regulations in some of these countries may be subject to frequent change, varying interpretation and inconsistent enforcement. In addition, many of the jurisdictions in which Sims Metal Management will operate have adopted transfer pricing legislation. If tax authorities impose significant additional tax liabilities as a result of transfer pricing adjustments, it could have a material adverse effect on Sims Metal Management’s results of operations and financial condition. It is possible that taxing authorities in the countries in which Sims Metal Management will operate will introduce additional revenue raising measures. The introduction of any such provisions may affect the overall tax efficiency of the combined company and could result in significant additional taxes becoming payable. Any such additional tax exposure could have a material adverse effect on Sims Metal Management’s results of operations and financial condition. Sims Metal Management may face a significant increase in its income taxes if tax rates increase or the tax laws or regulations in the jurisdictions in which it will operate or treaties between those jurisdictions are modified in an adverse manner. This may adversely affect Sims Metal Management’s cash flows, liquidity and ability to pay dividends.

The operations of Sims Metal Management will be subject to risks and uncertainties relating to international conflicts and terrorism.

Sims Metal Management will be subject to risks relating to international conflicts, wars, internal civil unrest, trade embargoes and acts of terrorism. Sims Metal Management may be subject to a higher level of risks of this type than some other companies due to its extensive international operations. These operations will include sales in developing countries, which may be more likely than developed countries to be affected by international conflicts and terrorism. Risks of this type may affect facilities owned or operated by Sims Metal Management or facilities of its suppliers or customers. In addition, risks of this type may affect port facilities or other transportation infrastructure owned or used by Sims Metal Management in the operation of its business.

United States investors may have difficulty enforcing civil liabilities against Sims Metal Management and its directors and senior management.

Sims Metal Management will be organized under the laws of Australia. Following the merger, several of Sims Metal Management’s directors and many members of its senior management will be residents of jurisdictions outside the United States. A significant portion of Sims Metal Management’s assets and the assets of these persons will be located outside the United States. As a result, United States investors may find it difficult to effect service of process within the United States upon Sims Metal Management or these persons or to enforce outside the United States judgments obtained against Sims Metal Management or these persons in United States courts, including actions predicated upon the civil liability provisions of the United States

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federal securities laws. Likewise, it may also be difficult for an investor to enforce in United States courts judgments obtained against Sims Metal Management or these persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the United States federal securities laws. It may also be difficult for a United States investor to bring an original action in an Australian court predicated upon the civil liability provisions of the United States federal securities laws against the combined company’s directors and senior management and non-United States experts named in this proxy statement/prospectus.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement/prospectus contains or incorporates by reference a number of forward-looking statements, including statements about the financial conditions, results of operations, earnings outlook and prospects of Sims, Metal Management and Sims Metal Management and may include statements for the period following completion of the merger. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions.

The forward-looking statements involve certain risks and uncertainties. The ability of either Sims or Metal Management to predict results or the actual effects of its plans and strategies, or those of Sims Metal Management, is subject to inherent uncertainty. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include those set forth above under “Risk Factors” and those discussed and identified in filings made with the SEC by Metal Management.

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus.

Factors that could cause actual results to differ materially from those contemplated by the forwardlooking statements include, among others, the following factors:

• the ability to consummate the merger, including difficulties and delays in obtaining regulatory approvals for the merger and in meeting the other conditions set forth in the merger agreement;

• the failure of the parties to realize the anticipated benefits of the merger;

• cyclicality and volatility in the metal recycling industry;

• exposure to changes in commodity prices, currency exchange rates and interest rates;

• loss of export sales and increased competition from containerized recycled metal exports;

• concentration of customers and exposure to customer credit risks;

• availability of adequate sources of material supply;

• failures to comply with or other liabilities incurred pursuant to applicable laws, including applicable environmental laws;

• the loss of senior executive employees or managers;

• labor problems;

• costs and risks associated with defined benefit pension plans and other employee benefits;

• goodwill impairment and other financial and accounting issues;

• compliance costs and other risks relating to internal control over financial reporting;

• existing and future litigation; and

• the risks of global operations, including international hostilities.

All subsequent written and oral forward-looking statements concerning the transaction or other matters addressed in this proxy statement/prospectus and attributable to Sims or Metal Management or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Sims and Metal Management undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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THE METAL MANAGEMENT SPECIAL STOCKHOLDERS MEETING

Date, Time, and Place

The special meeting of Metal Management stockholders will be held at 10:00 a.m., local time, on March 14, 2008, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, 34th Floor, New York, New York.

Matters to be Considered

At the Metal Management special meeting, Metal Management stockholders will be asked:

• To consider and vote on the proposal to adopt the merger agreement.

• To approve adjournments of the Metal Management special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Metal Management special meeting to approve the proposal.

• To consider and take action upon any other business that may properly come before the Metal Management special meeting or any reconvened meeting following an adjournment of the special meeting.

Record Date; Shares Entitled to Vote; Outstanding Shares

The record date for the special meeting is January 25, 2008. This means that you must have been a stockholder of record of Metal Management’s common stock at the close of business on that date in order to vote at the special meeting. You are entitled to one vote for each share of Metal Management common stock you own. On Metal Management’s record date, Metal Management had 26,141,746 shares of common stock outstanding.

A complete list of Metal Management stockholders entitled to vote at the Metal Management special meeting will be available for inspection at the executive offices of Metal Management during regular business hours no less than ten days prior to the special meeting.

Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of Metal Management common stock entitled to vote at the special meeting as of the record date, voting either in person or by proxy, is necessary for adoption of the merger agreement. If necessary, approval of a proposal to adjourn the Metal Management special meeting for the purpose of, among other things, soliciting additional proxies requires the affirmative vote of the holders of a majority of the shares of Metal Management common stock present in person or represented by proxy and entitled to vote at the special meeting, whether or not a quorum is represented.

The holders of a majority of the total number of outstanding shares of Metal Management common stock entitled to vote as of the record date, represented either in person or by proxy, will constitute a quorum at the Metal Management special meeting.

Manner of Voting

If you are a Metal Management stockholder you may vote for or against the proposals submitted at the Metal Management special meeting in person.

If you do not wish to vote in person or you will not be attending the special meeting, you may vote by proxy. You may vote by proxy over the Internet, over the telephone or by mail. The procedures for voting by proxy are as follows:

• To vote by proxy on the Internet, go to http://proxy.georgeson.com to complete an electronic proxy card.

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• To vote by proxy over the telephone, dial the toll-free phone number listed on your proxy card under the heading “Telephone” using a touch-tone phone and follow the recorded instructions.

• To vote by proxy using the enclosed proxy card, complete, sign and date your proxy card and return it promptly in the envelope provided.

If you vote by proxy on the Internet or by telephone, your vote must be received by 11:59 p.m., United States Eastern time, on March 13, 2008 to be counted.

Metal Management is providing Internet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

All shares entitled to vote and represented by properly completed proxies received prior to the Metal Management special meeting, and not revoked, will be voted at the Metal Management special meeting as instructed on the proxies. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed proxy will be voted “FOR” adoption of the merger agreement and as the Metal Management board of directors recommends on any other proposals properly brought before the special meeting.

Revoking a Proxy

You may revoke your proxy at any time before it is exercised by timely delivering a properly executed, later-dated proxy (including over the Internet or telephone), delivering a notice of revocation to Metal Management’s corporate secretary, or by voting by ballot at the Metal Management special meeting. Simply attending the Metal Management special meeting without voting will not revoke your proxy.

Shares Held in “Street Name”

If your shares of Metal Management common stock are held in an account at a broker, bank or other nominee and you wish to vote, you must return your instructions to the broker, bank or nominee. If you do not provide your broker with instructions, your broker will not be authorized to vote on the proposal to approve the merger agreement and the plan of merger contained therein. This will have the same effect as a vote against the proposal.

If you wish to vote on the proposal to approve adjournments of the Metal Management special meeting, you should provide instructions to your broker. If you do not provide instructions to your broker, your broker will not be authorized to vote on any proposal to adjourn the special meeting solely relating to the solicitation of proxies to approve the merger agreement and the plan of merger contained therein.

If you own shares of Metal Management common stock through a broker, bank or other nominee and attend the Metal Management special meeting, you should bring a letter from your broker, bank or other nominee identifying you as the beneficial owner of such shares of Metal Management common stock and authorizing you to vote.

Solicitation

This solicitation is made on behalf of the Metal Management board of directors. Metal Management will be responsible for all costs of soliciting proxies, including charges made by brokers and others holding common stock in their names or in the names of nominees, for reasonable expense incurred in sending proxy materials to beneficial owners and obtaining their proxies. In addition to solicitation by mail, directors, officers and employees of Metal Management may solicit proxies personally and by telephone, all without extra compensation. Metal Management has engaged the firm of Georgeson Inc. to assist Metal Management in the distribution and solicitation of proxies, which will be paid a fee of $10,000 plus out-of-pocket expenses for its services.

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Assistance

Stockholders who have questions regarding the materials, need assistance voting their shares or require additional copies of the proxy statement or proxy card should contact or call (toll-free):

Georgeson Inc. 17 State Street New York, New York 10004 Telephone: (866) 288-2196 Facsimile: (212) 440-9009

Other Business

We are not currently aware of any business to be acted upon at the Metal Management special meeting other than matters discussed in this proxy statement/prospectus. Under the Delaware General Corporation Law, business transacted at the special meeting is limited to matters specifically designated in the notice of special meeting, which is provided at the beginning of this proxy statement/prospectus. If other matters do properly come before the special meeting, Metal Management intends that shares of its common stock represented by properly submitted proxies will be voted by persons named as proxies on the proxy card in accordance with the recommendation of Metal Management’s board of directors.

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THE MERGER

The following discussion contains material information pertaining to the merger. This discussion is subject and qualified in its entirety by reference to the merger agreement and the related documents attached as Appendices to this proxy statement/prospectus. You should read the entirety of those documents as well as the discussion in this proxy statement/prospectus.

Structure of the Merger

The merger agreement provides for the merger of Metal Management and MMI Acquisition Corporation. Upon completion of the merger, the separate corporate existence of MMI Acquisition Corporation will cease and Metal Management will continue as the surviving entity and as a wholly owned subsidiary of Sims. The combined company will be renamed “Sims Metal Management Limited,” subject to approval by the holders of Sims ordinary shares. At the effective time of the merger, each issued and outstanding share of Metal Management common stock will be converted into the right to receive 2.05 Sims ADSs, with each Sims ADS representing one Sims ordinary share.

Upon completion of the merger, it is estimated that Metal Management’s former stockholders will own approximately 30% and Sims’s shareholders will own approximately 70% of the then combined outstanding Sims ordinary shares and ADSs. Sims’s shareholders will continue to own their existing shares, which will not be changed by the merger. Sims ordinary shares will continue to be listed on the ASX under the trading code “SGM” and, upon completion of the merger, Sims ADSs will be listed on the NYSE under the trading symbol “SMS.” Upon completion of the merger, Metal Management common stock, which is listed on the NYSE under the trading symbol “MM,” will be delisted.

Background of the Merger

At various times over the years, the board of directors of each of Sims and Metal Management has considered the possibility of acquisitions, combinations and other business strategies and has engaged with senior management in strategic reviews, with a goal of enhancing shareholder value. Moreover, each company has engaged in a number of acquisitions over the last several years.

In late 2006, against the backdrop of a rapidly changing and evolving global commodities landscape, Mr. Dienst asked Robert Lewon, a Metal Management board member who was a former Sims executive, to arrange a meeting and dialogue with Mr. Sutcliffe. The intentions at that time were to learn about the culture and long-term plans of a public peer and to determine if there were similar goals for creating value for their respective shareholders. On April 17, 2007, Messrs. Dienst and Sutcliffe met informally and discussed in general terms the possibility of Sims and Metal Management entering into a business combination involving Sims’s North American metal recycling operations. They agreed to continue to discuss the possibility of a business combination.

On April 26, 2007, Sims and Metal Management executed a mutual confidentiality agreement and agreed to exchange high level financial information.

At a Metal Management board of directors meeting on April 27, 2007, Mr. Dienst informed the board of his preliminary discussions with Mr. Sutcliffe concerning a possible business combination and indicated that the companies would exchange financial data to allow them to be able to analyze whether the companies would proceed with further discussions. Mr. Dienst described the possible structure for a business combination and some of the opportunities and risks presented by a possible transaction. The board encouraged Mr. Dienst to continue to investigate a possible transaction.

On April 28, 2007, at the direction of Metal Management and Sims, CIBC World Markets, Metal Management’s financial advisor, and UBS AG, Australia Branch and UBS Securities LLC, which are referred to together as UBS, financial advisor to Sims, discussed a possible transaction involving the two companies and what type of financial data Metal Management and Sims could exchange in order to assist in valuation discussions. During the next six weeks, the respective financial advisors of Metal Management and Sims engaged in periodic discussions regarding valuation matters.

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On May 10, 2007, Mr. Sutcliffe informed Mr. Dienst that Mr. Sutcliffe had met with Paul K. Mazoudier, the chairman of the board of Sims, and representatives of UBS to discuss the proposed transaction. Mr. Sutcliffe described the principal issues he believed needed to be discussed with Mr. Dienst when they were to meet in London on May 25, 2007, including relative valuation, respective equity ownership, board composition and management structure.

Between May 10 and June 7, 2007, Messrs. Dienst and Sutcliffe continued to communicate about the transaction.

On May 22, 2007, the Metal Management board held a meeting. At the meeting, Mr. Dienst updated the board on the discussions with Sims concerning the possible acquisition by Metal Management of Sims’s North American metal recycling operations. Mr. Dienst noted that the transaction structure could be complex and any transaction of this scale was less than certain.

On May 25, 2007, Mr. Sutcliffe, Mr. Dienst, Norman R. Bobins, a Metal Management independent director, and Paul J. Varello, an independent Sims director, met in London to discuss the possible transaction between Sims and Metal Management and the terms of a draft term sheet. Messrs. Dienst, Bobins, Sutcliffe and Varello believed they had made substantial progress on financial and governance issues and agreed to continue their discussions, with a view toward reaching agreement on a term sheet by June 14, 2007.

On June 7, 2007, Messrs. Sutcliffe and Dienst spoke by telephone about the structure and financial terms of the possible transaction, including a review of the potential cost synergies that could be obtained, but noted the difficulties in achieving a business combination of Metal Management and Sims’s North American operations, including those arising from Sims’s becoming a substantial stockholder in Metal Management as a result of the possible transaction. Mr. Sutcliffe informed Mr. Dienst that the Sims board would discuss the possible transaction at its next scheduled meeting on June 12, 2007.

On June 12, 2007, the Sims board of directors held a meeting. The Sims board of directors was then comprised of Mr. Mazoudier, as chairman, Mr. Sutcliffe, Mr. Varello, Geoffrey N. Brunsdon, Ross B. Cunningham, Robert L. Every, J. Michael Feeney, Masakatsu Iwanaga and Christopher J. Renwick. At the meeting, reference was made to a possible transaction involving Metal Management, but it was agreed to defer discussion until a subsequent meeting of the Sims board of directors to be held on June 15, 2007.

On June 15, 2007, the Sims board of directors held a meeting at which Mr. Sutcliffe updated the board on discussions with Metal Management concerning a possible transaction, and representatives of UBS reviewed various transaction structural alternatives with the Sims board. The board concluded that a transaction that involved Metal Management acquiring Sims’s North American metal recycling operations was not favored because a partial combination would be likely to involve a complex operational and governance structure and would result in Sims giving up full control over its North American operations. The Sims board determined, however, that a full merger should be explored further.

On a telephone call on June 16, 2007, Mr. Sutcliffe informed Mr. Dienst that the Sims board of directors had reviewed the possible transaction involving Metal Management and Sims’s North American assets. Mr. Sutcliffe indicated that the Sims board had concluded that the previously discussed transaction involving only its North American metal recycling operations did not accomplish Sims’s objectives. Mr. Sutcliffe accordingly suggested that a merger of Sims and Metal Management might present better opportunities for the two companies and their respective shareholders, and suggested that Sims and Metal Management consider a merger.

On June 18, 2007, Messrs. Dienst and Larry, representatives of CIBC World Markets, representatives of King & Spalding LLP, Metal Management’s legal counsel, Mr. Sutcliffe and representatives of UBS met to discuss Sims’s proposal for a merger, which at that time contemplated that the parent company following the merger would be determined according to the structure that would yield the greatest benefits for both sets of shareholders.

On June 19, 2007, Messrs. Dienst and Mazoudier further discussed by telephone a possible merger. On a conference call on June 21, 2007, Mr. Dienst informed the Metal Management board of directors of the Sims proposal for the merger. The Metal Management board of directors agreed that Metal Management should

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engage in appropriate discussion and diligence to determine whether the company should pursue the transaction.

On June 22, 2007, Messrs. Dienst and Larry and representatives of King & Spalding and CIBC World Markets had a conference call with Mr. Sutcliffe and representatives of Baker & McKenzie LLP, Sims’s legal counsel, and UBS to discuss the relative financial contributions of the companies and review financial information relating to the companies.

On June 22, 2007, Messrs. Dienst and Sutcliffe discussed where the combined company after the merger would maintain its headquarters. They also discussed the diligence process, including environmental due diligence.

On June 27, 2007, representatives of King & Spalding, Minter Ellison, Australian legal counsel to Metal Management, and CIBC World Markets had a conference call with representatives of Baker & McKenzie, UBS and Ernst & Young LLP, tax advisor to Sims. During the conference call, tax structuring issues and the financial and tax due diligence process were discussed.

On or about July 2, 2007, at the direction of Metal Management and Sims, representatives of CIBC World Markets and UBS had a conference call regarding relative valuation of the companies with respect to the merger. Later that day, Messrs. Dienst and Sutcliffe concluded that the preferred transaction structure would be for Sims to be the surviving parent due to the tax inefficiencies and difficulty of implementation of a transaction involving Metal Management as the parent.

On a conference call on July 5, 2007, representatives of King & Spalding, Minter Ellison and CIBC World Markets discussed the possible timing of the merger and the companies’ due diligence process with representatives of Baker & McKenzie and UBS. These discussions also occurred on July 9, 2007.

Also on July 9, 2007, Messrs. Sutcliffe and Dienst discussed possible synergies, the possible premium to be reflected in the exchange ratio in connection with the merger and the due diligence process.

On July 10, 2007, representatives of Baker & McKenzie, GaiaTech, environmental consultants for Sims, King & Spalding and Metal Management participated in a conference call regarding environmental due diligence. Representatives of CIBC World Markets were also present on the call. Also on July 10, 2007, at the direction of Metal Management and Sims, representatives of CIBC World Markets and UBS discussed the type of financial information that would be necessary to evaluate the merger. Later that day, due to general concerns by both Sims and Metal Management that the due diligence that each party would need to conduct could result in potential leaks concerning the proposed merger, Metal Management and Sims agreed that no substantial due diligence (specifically including site visits) would occur until both companies had reached a general consensus on relative valuation.

On July 19, 2007, members of Sims’s Finance & Investment Committee, which is referred to as the F&I Committee, held a meeting. The F&I Committee was then comprised of Messrs. Brunsdon, Cunningham, Every, Renwick, Sutcliffe and Varello. At the meeting, the F&I Committee discussed issues pertaining to a possible merger, including the proposed transaction structure and future regulatory and compliance obligations, potential synergies, the headquarters and management of the combined company resulting from a merger, due diligence requirements and valuation considerations. Following the meeting, Mr. Sutcliffe sent Mr. Dienst correspondence updating him on discussions of the F&I Committee and raising the possibility of Sims delivering a letter and term sheet to Metal Management summarizing the terms of a possible merger.

On July 23, 2007, members of the F&I Committee held a meeting at which they further discussed issues pertaining to a possible merger, in particular concerning the composition and structure of the board of directors of the combined company resulting from a possible merger. Mr. Sutcliffe updated Mr. Dienst again on July 23, 2007 regarding the discussions by the F&I Committee.

On July 26, 2007, members of the F&I Committee held a meeting at which they and representatives of UBS discussed key transaction issues and valuation considerations. The F&I Committee resolved to recommend to the Sims board of directors proceeding with a possible merger on the basis of a maximum

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premium of 12.5% to 15% to the one-week volume weighted average price of Metal Management’s shares and a maximum exchange ratio of 2.10 to 2.15.

Mr. Sutcliffe updated Mr. Dienst again on July 26, 2007 on discussions by members of the Sims board of directors. On July 26, 2007, Mr. Dienst updated Mr. Sutcliffe on discussions by the Metal Management board of directors. On July 27, 2007, the Sims board of directors met to consider the terms of a draft letter and term sheet describing a non-binding proposal with respect to a possible merger. Following a discussion regarding the letter and term sheet, the Sims board of directors authorized Mr. Mazoudier to send the letter and term sheet on behalf of Sims to Mr. Dienst and the Metal Management board of directors.

Also on July 27, 2007, Mr. Dienst and the Metal Management board of directors received the letter and term sheet sent by Mr. Mazoudier. The Sims letter and term sheet proposed that the exchange ratio be calculated at a maximum implied premium of 12.5% to Metal Management’s share price (based upon an average of the five-day volume weighted prices and an average daily currency exchange rate prior to execution of a merger agreement), and a maximum exchange ratio of 2.10 Sims ADSs for each outstanding share of Metal Management common stock. The term sheet also had proposals regarding the location of executive headquarters (New York) and infrastructure (Chicago), senior management (with Mr. Dienst as chief executive officer, Mr. Larry as chief financial officer, Mr. Sutcliffe and Ross B. Cunningham, Sims’s chief financial officer, continuing as executive directors and a designee of Sims as chairman of the board), board composition (substantially as included in the merger agreement, except that the initial proposal was for four non-executive directors to be nominated by Sims) and deal protection provisions (referring generally to mutual “fiduciary outs” with customary termination fees).

At a Metal Management board meeting on July 29, 2007, Mr. Dienst updated the board on the negotiations with Sims’s management regarding the proposed merger. Representatives of King & Spalding discussed with the Metal Management board aspects of the proposal and term sheet, including a discussion of director fiduciary duties, and CIBC World Markets discussed with the Metal Management board financial aspects of the proposal. Mr. Dienst also discussed the strategic rationale for the transaction, including the following factors: the global nature of the combined entity; the expansion of Metal Management’s existing North American operations; the potential synergies that would result from the proposed merger; the geographic and segment diversification of the combined company’s operations; the balance between domestic and export markets; the potential to further capitalize on Sims’s strong global trading operations; the retention of qualified managers at the corporate and regional levels; and a global platform for future growth. The Metal Management board instructed Mr. Dienst to prepare and send to Sims a letter with Metal Management’s counter-proposal.

On July 30, 2007, Mr. Dienst and Gerald E. Morris, lead independent director of Metal Management, sent a letter to Mr. Mazoudier and the Sims board of directors with the Metal Management counter proposal to the Sims July 27, 2007 non-binding proposal. The Metal Management letter proposed that the exchange ratio be calculated using a minimum exchange ratio of 2.10 Sims ADSs for each outstanding share of Metal Management common stock and a maximum implied premium of 17.5% to Metal Management’s share price. The letter also suggested that the companies continue to try to reach an understanding on financial terms, board composition and other matters with respect to the proposed merger.

On July 31, 2007, Messrs. Dienst and Sutcliffe discussed the details of the proposed merger and each company’s position in the negotiations. At the direction of Metal Management and Sims, Metal Management’s and Sims’s respective financial advisors also had discussions on July 31, 2007 about, among other matters, the financial terms of the proposed transaction, including the possible exchange ratio and implied premium to Metal Management’s share price.

On or about August 1, 2007, representatives of UBS and CIBC World Markets participated in a conference call to discuss Metal Management’s latest proposal sent on July 30, 2007, in which representatives of UBS indicated that Sims was willing to calculate the exchange ratio using a maximum exchange ratio of 2.10 Sims ADSs for each outstanding share of Metal Management common stock, subject to a maximum

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implied premium of 15% to Metal Management’s share price (based on the five-day volume weighted average trading prices at the time a merger agreement would be signed).

On August 2, 2007, the Metal Management board of directors held a telephonic meeting. During the board meeting, Mr. Dienst again updated the Metal Management board on the negotiations for the proposed merger. CIBC World Markets discussed with the board financial terms of the latest Sims proposal, including the exchange ratio, premium and implied pro forma ownership of the combined company. The board also discussed the potential strategic rationale for the merger, including the potential creation of shareholder value to Metal Management stockholders and whether to initiate due diligence with the ability to negotiate the terms of the deal after substantially completing due diligence or whether to negotiate the terms of the proposed merger before initiating the due diligence process. The Metal Management board of directors then discussed the parameters for a counter-proposal to Sims’s current proposal. While the Metal Management board acknowledged that no consensus with Sims had been reached regarding the appropriate relative valuation for the two companies, the Metal Management board’s view was that the Sims and Metal Management positions were reasonably close. The Metal Management board of directors then instructed Mr. Dienst to expand the due diligence efforts to determine if a transaction was feasible and to allow final valuation discussions to occur following the completion of due diligence.

On or around August 3, 2007, Mr. Sutcliffe sent an email to Mr. Dienst indicating that Sims would be prepared to proceed with discussions on the basis of an exchange ratio of approximately 2.15 or a premium of approximately 15%.

Between August 3, 2007 and September 23, 2007, Messrs. Dienst and Sutcliffe updated each other concerning the due diligence process and the positions of each company regarding the proposed merger.

During August 7 through August 10, 2007, Mr. Dienst and Alan D. Ratner, President of Metal Management Northeast, Inc., toured Sims’s facilities in Europe with members of Sims’s management.

On or about August 14, 2007, Metal Management and Sims agreed on a mutual due diligence request list, began to exchange documents and financial and other information and commenced more in-depth due diligence efforts. Due diligence, including site visits by environmental consultants, commenced promptly thereafter, and continued through to September 24, 2007.

On August 17, 2007, representatives of Baker & McKenzie sent representatives of King & Spalding an initial draft of a merger agreement for the proposed merger. From August 17, 2007 until September 24, 2007, representatives of King & Spalding and Baker & McKenzie negotiated the terms of the draft merger agreement.

During August 15 through August 18, 2007, Messrs. Dienst, Ratner and Larry toured Sims’s facilities in Australia with members of Sims’s management.

During August 19, 2007 through August 23, 2007, Mr. Sutcliffe toured Metal Management’s facilities in the United States with members of Metal Management’s senior management.

On August 29, 2007, Mr. Sutcliffe communicated with Mr. Dienst regarding the proposed dividend policy of the combined company after the proposed merger and a suggested timeline for the reelection and retirement of certain members of the board of directors of the combined company after the merger, which proposals were subsequently agreed on by both boards of directors. On August 30, 2007, members of the F&I Committee held a meeting at which they discussed the progress of due diligence, listing and filing matters, financial parameters and other outstanding issues relating to the merger. Also on August 30, 2007, at the direction of Metal Management and Sims, their respective financial advisors further discussed, among other things, valuation matters.

On August 31, 2007, the Sims board of directors held a meeting. At the meeting, the board discussed and approved wording for the dividend policy of the combined company following the proposed merger. The board authorized Mr. Sutcliffe to convey the approved dividend policy to the Metal Management board of directors.

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At meetings of the Metal Management board of directors on September 5 and September 6, 2007, Mr. Dienst and Mr. Larry provided updates on the due diligence process, representatives of King & Spalding led discussions of the directors’ fiduciary duties in the context of considering the proposed merger, summarized the key terms of the draft merger agreement, including the termination and termination fee provisions and also updated the board on diligence matters, and CIBC World Markets updated the board on financial aspects of the proposed merger. The board again discussed the strategic rationale for the merger, including the similarity of the assets of Sims and Metal Management, the potential synergies to be derived from the merger and the global footprint that the combined company would create. On September 6, some members of the board of directors of Sims and Metal Management met and discussed the proposed merger. The following day, those members toured several of Metal Management’s operating sites.

On or about September 5, 2007, Mr. Mazoudier informed Mr. Morris that Sims was close to reaching its aggregate cap for non-executive directors’ compensation and that Sims would need to seek shareholder approval to increase the cap at the next shareholders’ meeting to accommodate a larger board after the merger.

On September 9, 2007, a representative of Baker & McKenzie distributed a revised draft of the merger agreement to representatives of King & Spalding.

On September 12, 2007, Mr. Mazoudier sent Mr. Morris an email setting out the basis for non-executive directors’ fees, which are determined through a comparison of the fees of ASX companies with similar market capitalizations, and outlined Sims’s non-executive directors’ compensation structure, which does not include the grant of shares or options to non-executive directors. Mr. Mazoudier noted that Metal Management directors would be entitled to a higher cash base salary as non-executive directors of Sims Metal Management but that the loss of option grants could result in lower compensation overall.

On September 13, 2007. Mr. Mazoudier corresponded with Mr. Morris regarding whether there should be an increase in Mr. Dienst’s salary after the merger and the expectation of future share grants to Mr. Dienst, and noted issues regarding required shareholder approval of any future share grants.

On September 14, 2007, Mr. Morris updated the remaining members of the Metal Management board of directors about his discussions with Mr. Mazoudier.

On September 17, 2007, Mr. Mazoudier discussed separately with Messrs. Feeney and Varello, the members of the Sims Remuneration Committee, Mr. Dienst’s proposed compensation package, including shortterm and long-term incentive plans, compensation package review, the vesting of the restricted stock grant and a sign-on bonus.

On September 18, 2007, Mr. Mazoudier sent Mr. Dienst an email proposing a continuation of Mr. Dienst’s current salary through June 30, 2009 (which would then be subject to review). The proposal also contemplated that Mr. Dienst would become eligible to participate in Sims’s short-term and long-term incentive plans for the year ending June 30, 2009 in lieu of the current Metal Management bonus plan and historical stock grant policy and would be entitled to receive a $1 million integration bonus upon achievement of synergies to be specified. The proposal also contemplated that Mr. Dienst’s existing restricted stock would vest upon closing of the merger but that he would agree to pay a cash clawback amount if he were not to continue to serve as the Sims Metal Management chief executive officer through July 26, 2010, with a lesser clawback amount if he were to leave before July 26, 2011 or July 26, 2012.

On September 18, 2007, the Metal Management board of directors (without Mr. Dienst participating) discussed Sims’s proposal regarding Mr. Dienst’s possible compensation as chief executive officer of the combined company after consummation of the merger, including whether it would be appropriate to accelerate vesting of his restricted stock that did not already automatically vest upon consummation of the merger. The board also determined that any discretionary restricted stock award to Mr. Dienst in respect of Metal Management’s fiscal 2008 performance would be increased by an amount of restricted stock with a value of $1 million in recognition of his extraordinary efforts with respect to the merger (but in no event to exceed a total grant of 75,000 shares). The board also agreed to modify its short-term bonus program upon completion of the merger to make the 2008 payments after completion of the audit of Sims Metal Management’s 2008 financial statements, but the bonus payments would be calculated as of March 31, 2008 at 125% of the amount

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that the eligible employee would have received had such payment been made after completion of Metal Management’s 2008 financial statements, reflecting a 15 month period, except that, in respect of Messrs. Dienst and Larry, they would receive, prior to closing of the merger, the maximum percentage payable to them under the RONA Plan, plus an additional three months of annualized bonus compensation at the same percentage. The board also determined that it would create a potential discretionary bonus pool (for which Mr. Dienst would not be eligible) to compensate certain employees for their extraordinary efforts with respect to the merger.

On September 21, 2007, members of the F&I Committee held a meeting at which they discussed at length a draft merger proposal and resolved to recommend the proposal to the Sims board of directors for further consideration. Following the meeting of the F&I Committee, the Sims board of directors held a meeting at which the board discussed various outstanding issues pertaining to the merger. Representatives of UBS discussed valuation issues, the financial impact of the proposed merger on Sims and key market considerations regarding the proposed merger. Representatives of Baker & McKenzie discussed the progress of the legal and environmental due diligence process and provided a summary of the key terms of the draft merger agreement. The board agreed to instruct representatives of UBS to continue discussions with CIBC World Markets regarding the exchange ratio. Based on these instructions, an exchange ratio was proposed to Metal Management, of 2.00 Sims ADSs for each outstanding share of Metal Management common stock, which, due to significant movements in the Australian dollar — U.S. dollar exchange rate and the relative prices of Sims and Metal Management shares since July 2007, reflected at that time an implied premium of approximately 15% to Metal Management’s share price.

On September 21, 2007, Mr. Sutcliffe conveyed to Mr. Dienst the position of Sims’s board of directors that Mr. Dienst’s unvested shares must vest upon the closing of the merger and that any integration bonus would be payable in August 2009 upon completion of the combined company’s audit. Mr. Sutcliffe also conveyed the approval of the compensation terms outlined by Mr. Mazoudier regarding non-executive directors.

On the morning of September 23, 2007, the Metal Management board of directors held a meeting. At that meeting, representatives of King & Spalding provided an update on the merger agreement and again reviewed with the directors their fiduciary duties. CIBC World Markets provided an update on financial terms of the proposed merger. The Metal Management board of directors authorized Mr. Dienst and CIBC World Markets to propose an exchange ratio of 2.10 and indicated that the minimum exchange ratio that would be acceptable to the Metal Management board of directors was 2.05 Sims ADSs for each outstanding share of Metal Management common stock with a minimum pro forma equity ownership of 30% for Metal Management stockholders. After the Metal Management board meeting, and as instructed by the Metal Management board of directors, CIBC World Markets proposed on behalf of Metal Management to UBS an exchange ratio of 2.10 Sims ADSs for each outstanding share of Metal Management common stock. UBS representatives responded that a middle ground exchange ratio of between 2.00 and 2.10 might be acceptable to the Sims board of directors.

In the afternoon of September 23, 2007, the Metal Management board of directors met again. CIBC World Markets updated the board on its discussions with UBS. The Metal Management board of directors instructed CIBC World Markets to resume discussions regarding the exchange ratio.

Later that day, representatives of Metal Management’s financial advisor attempted to resume discussions with representatives of UBS in accordance with the directives of the Metal Management board of directors and were informed by UBS that the Sims board of directors would be meeting the next day to consider authorizing a 2.05 exchange ratio.

On September 23, 2007, Sims, through Mr. Sutcliffe, sent Messrs. Dienst and Larry letters that would revise their respective current employment agreements if the proposed merger was consummated.

On September 23 and September 24, 2007, representatives of King & Spalding and Baker & McKenzie finalized the terms of the merger agreement, subject to approval by the boards of directors of Sims and Metal Management.

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On September 24, 2007, the Sims board of directors held a meeting. At the meeting, representatives of UBS provided the board with an update on the financial terms of the proposed merger and representatives of Baker & McKenzie reviewed with the board the terms of the proposed merger agreement. Following discussion and the consideration of a range of strategic and financial matters and risks and potential benefits, including the risks and potential benefits discussed under “— Sims’s Reasons for the Merger,” the Sims board of directors unanimously approved the merger based on an exchange ratio of 2.05 Sims ADSs for each outstanding share of Metal Management common stock and authorized the management of Sims to finalize and execute the merger agreement based on the terms presented to the board.

On the morning of September 24, 2007, the Metal Management board of directors held a telephonic meeting. Mr. Dienst updated the board of directors on negotiations with Sims and informed the board that the Sims board of directors approved the merger at an exchange ratio of 2.05. Representatives of King & Spalding reviewed the terms of the merger agreement. Also at this meeting, CIBC World Markets reviewed with the Metal Management board of directors its financial analysis of the exchange ratio and rendered to the Metal Management board of directors an oral opinion, which was confirmed by delivery of a written opinion, dated September 24, 2007, as to the fairness, from a financial point of view, of the exchange ratio provided for in the merger. The Metal Management board of directors unanimously approved the merger agreement.

Metal Management’s Reasons for the Merger and Recommendation of its Board of Directors

By unanimous vote, the Metal Management board of directors, at a meeting held on September 24, 2007, determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of the Metal Management stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. The Metal Management board of directors unanimously recommends that the Metal Management stockholders vote “FOR” adoption of the merger agreement and the transactions contemplated by the merger agreement at the Metal Management special meeting.

In evaluating the merger, the Metal Management board of directors consulted with Metal Management’s management and legal and financial advisors and considered a variety of factors, including the material factors described below. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the Metal Management board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination. The Metal Management board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. This explanation of Metal Management’s reasons for the proposed merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the facts discussed under “Cautionary Statements Regarding Forward-Looking Information.”

Strategic Considerations

The Metal Management board of directors considered a number of factors pertaining to the strategic rationale for the merger as generally supporting its decision to enter into the merger agreement, including the following:

• its view of the anticipated strategic fit between Metal Management and Sims, which the Metal Management board of directors believes will provide the combined company with significantly greater capabilities and financial resources enhancing competitiveness to a degree that neither company has, or could develop, on its own;

• its expectation that the combined company would be a leading global recycler with:

• operations on four continents and in over 200 locations;

• the ability to serve global ferrous and non-ferrous consumers; and

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• a significant expansion in the North American market, with Metal Management’s strong domestic presence complementing Sims’s export-focused North American business;

• its view that the combined company would have a broad product diversification, including recycling solutions and other industrial segments, and be able to capitalize on Sims’s strong global trading operations; and

• its view that a global platform provides the best opportunity for future growth.

Financial Considerations

The Metal Management board of directors also considered a number of financial factors pertaining to the merger as generally supporting its decision to enter into the merger agreement, including the following:

• based upon the advice of Metal Management management who engaged in an analysis with Sims management, the significant synergies that could result from the transaction, including:

• approximately $35 million of tangible operating synergies, including approximately $9 million of plant and staffing consolidation benefits, $22 million of selling, transportation and logistics and handling benefits and $4 million of joint purchasing of non-scrap consumables and reduced waste removal and handling costs; and

• the mutual identification of additional sources of synergies by Metal Management’s and Sims’s management team;

• the financial terms of the transaction, including:

• the fixed exchange ratio of 2.05 Sims ADSs for each share of Metal Management common stock, representing a premium of approximately 18.2% based on the closing price of Metal Management’s common stock on September 21, 2007, the last trading day immediately preceding the announcement of the entry into the merger agreement by Sims, Metal Management and MMI Acquisition Corporation, which resulted in a valuation that exceeded the 52-week high intra-day trading price of Metal Management common stock by more than 10%;

• because the exchange ratio for the stock is fixed, the opportunity for Metal Management stockholders to benefit from any increase in the trading price of Sims ordinary shares or in the appreciation of the Australian dollar between the announcement of the merger and the closing of the merger;

• the earnings, cash flow and balance sheet impact of the proposed combined company relative to the historical financial performance of Metal Management and the historical trading price of its common stock, which the board believed would result in the potential enhancement of Metal Management stockholder value; and

• the expectation that Metal Management stockholders will hold ADSs representing approximately 30% of the outstanding ordinary shares of the combined company immediately after closing and will have the opportunity to share in the future growth and expected synergies of the combined company while retaining the flexibility of selling all or a portion of those shares for cash at any time;

• the opinion, and financial presentation, dated September 24, 2007, of CIBC World Markets to the Metal Management board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio provided for in the merger, as more fully described below under the sub-section entitled “Opinion of Metal Management’s Financial Advisor;” and

• the expectation that the merger would qualify as a reorganization for United States federal income tax purposes and that, as a result, the exchange by Metal Management stockholders of their shares of Metal Management common stock for Sims ADSs in the merger generally would be tax-free to Metal Management stockholders.

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Other Considerations with Respect to the Merger

The Metal Management board of directors also considered a number of additional factors as generally supporting its decision to enter into the merger agreement, including the following:

• its view that based upon information then available, it was unlikely that there would be available an alternative transaction, if one were to be pursued, that would provide greater value to the Metal Management stockholders than the merger with Sims;

• the ability under the merger agreement of Metal Management under certain limited circumstances to provide non-public information to, and engage in discussions with, third parties that proposed an alternative transaction;

• its view that the terms of the merger agreement, including the termination fee, would not preclude a proposal for an alternative transaction involving Metal Management;

• its view that, as a percentage of the merger consideration at the time of the announcement of the transaction, the termination fee was at or below the range of termination fees provided for in recent comparable acquisition transactions;

• the mutuality of the representations, warranties and covenants of the merger agreement, including the ability of Metal Management to receive a termination fee if Sims terminated the merger agreement under certain circumstances;

• the proposed management arrangements of the combined company under which:

• the chief executive officer and the chief financial officer of Metal Management would be the chief executive officer and chief financial officer of the combined company; and

• the board of directors of the combined company would be comprised of 12 directors, including (i) five directors to be nominated by Sims (including the chairman, the current chief executive officer and chief financial officer of Sims), (ii) five directors nominated by Metal Management (including the chief executive officer of Metal Management) and (iii) two directors to be nominated by Mitsui;

• the executive offices of the combined company would be located in New York and the operational headquarters would be located in Chicago, Illinois; and

• the prospects for the merger receiving necessary regulatory approvals and the anticipated timing and conditions of those approvals.

Risks

The Metal Management board of directors also identified and considered a number of uncertainties, risks and other potentially negative factors, including the following:

• the Metal Management stockholders would receive ADSs issued by a foreign company instead of common stock of a domestic company;

• the difficulties and challenges inherent in and increased costs attributable to completing the merger and integrating the businesses, especially since the businesses currently reside in different national jurisdictions;

• the challenges implicit in and expenses attributable to subjecting the Sims business to the internal control reporting and certifications required under the Exchange Act;

• the risk that the expected synergies and other benefits of the merger might not be fully achieved or may not be achieved within the timeframes expected;

• given the size of the combined company and the mix of assets it will own, the challenges that it will face in continuing to grow its revenues profitably;

• the risks of the type and nature described under “Risk Factors;”

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• the possibility that regulatory or governmental authorities might seek to impose conditions on or otherwise prevent or delay the merger (and that the merger ultimately may not be completed as a result of material adverse conditions imposed by regulatory authorities or otherwise);

• certain provisions of the merger agreement may have the effect of discouraging proposals for alternative transactions with Metal Management, including:

• the requirement that Metal Management provide Sims the right to obtain information with respect to proposals for alternative transactions;

• the requirement that the Metal Management board of directors provide Sims with the right to offer to modify the merger agreement to match the terms of any superior proposal for an alternative transaction; and

• the requirement that Metal Management pay a termination fee of $25 million to Sims in certain circumstances following the termination of the merger agreement, including if Sims terminates the merger agreement as a result of the Metal Management board of directors’ withdrawal of its recommendation for the merger or its recommendation of an alternative transaction or the Metal Management stockholders failing to approve the merger in light of a publicly announced alternative transaction and Metal Management enters into an alternative transaction within 12 months (see “The Merger Agreement - Termination Fee and Expense Reimbursement”);

• certain of Metal Management’s directors and officers have interests in the merger as individuals that are in addition to, or that conflict with, the interests of the Metal Management stockholders (see “The Merger — Interests of Directors and Executive Officers in the Merger”);

• the fees and expenses associated with completing the merger;

• the risk that certain members of Metal Management senior management or Sims senior management might choose not to remain employed with the combined company;

• the risk that the Metal Management stockholders may fail to approve the merger;

• the risk that a significant number of Metal Management stockholders may cease to hold stock in the combined company because the combined company might be a foreign private issuer or a company that is not incorporated in the United States;

• the risk and costs that the merger might not be completed, the potential impact of the restrictions under the merger agreement or Metal Management’s ability to take certain actions during the period prior to the closing of the merger agreement (which may delay or prevent Metal Management from undertaking business opportunities that may arise pending completion of the merger), the potential for diversion of management and employee attention and for increased employee attrition during that period and the potential effect of these on Metal Management’s business and relations with customers and service providers;

• the disparities in compensation levels, compensation systems and philosophy between Sims and Metal Management and, more generally, Australian and United States-based companies, could pose cultural and management challenges for the combined company. The disparities include the following:

• with respect to employee’s total compensation, the component that is comprised of base salary is a higher percentage of total compensation for Sims employees than Metal Management employees;

• Metal Management’s equity based awards are distributed more widely throughout the company than Sims’s equity based awards;

• while both the Metal Management and Sims long-term incentive compensation programs are performance based, Metal Management exercises more flexibility in determining the amount of awards to specific employees based on his or her individual performance; and

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• awards of equity to directors of Australian companies listed on the ASX generally must be approved by shareholders and the payment of fees to non-executive directors of such companies is generally exclusively in cash;

• because the exchange ratio for the stock is fixed, Metal Management stockholders will potentially be adversely affected by any decrease in the sale price of Sims ordinary shares between the date of execution of the merger agreement and the closing of the merger, which would not have been the case had the consideration been based on a fixed value (a fixed dollar amount of value per share in all cases); and

• the effect that fluctuations in the U.S. dollar — Australian dollar exchange rate may have on the relative value of the merger consideration to be received by the Metal Management stockholders.

The Metal Management board of directors weighed the potential benefits, advantages and opportunities of a merger and the risk of not pursuing a transaction with Sims against the risks and challenges inherent in the proposed merger. The Metal Management board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the Metal Management board of directors concluded that the potential benefits outweighed the risks for consummating the merger with Sims.

After taking into account these and other factors, the Metal Management board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of the Metal Management stockholders, approved the merger with Sims and the other transactions contemplated by the merger agreement, and approved the merger agreement.

Opinion of Metal Management’s Financial Advisor

Metal Management has engaged CIBC World Markets as its financial advisor in connection with the merger. In connection with this engagement, the Metal Management board of directors requested that CIBC World Markets evaluate the fairness, from a financial point of view, to the holders of Metal Management common stock of the exchange ratio provided for in the merger. On September 24, 2007, at a meeting of the Metal Management board of directors held to evaluate the merger, CIBC World Markets rendered to the Metal Management board of directors an oral opinion, which was confirmed by delivery of a written opinion, dated September 24, 2007, to the effect that, as of that date and based on and subject to the matters described in its opinion, the exchange ratio was fair, from a financial point of view, to the holders of Metal Management common stock.

The full text of CIBC World Markets’ written opinion, dated September 24, 2007, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Appendix B. CIBC World Markets’ opinion was provided to the Metal Management board of directors in connection with its evaluation of the exchange ratio from a financial point of view. CIBC World Markets’ opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger. The summary of CIBC World Markets’ opinion described below is qualified in its entirety by reference to the full text of its opinion. Holders of Metal Management common stock are encouraged to read the opinion carefully in its entirety.

In arriving at its opinion, CIBC World Markets:

• reviewed the merger agreement;

• reviewed publicly available audited financial statements of Metal Management for fiscal years ended March 31, 2005, March 31, 2006 and March 31, 2007 and unaudited financial statements of Metal Management prepared by the management of Metal Management for the three months ended June 30, 2007, and also reviewed publicly available audited financial statements of Sims for fiscal years ended June 30, 2005, June 30, 2006 and June 30, 2007;

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• reviewed other historical financial data, as adjusted to reflect certain acquisitions and other items, of Metal Management and Sims provided to CIBC World Markets by the respective managements of Metal Management and Sims;

• reviewed financial forecasts and estimates relating to Metal Management for the fiscal year ending March 31, 2008 prepared by the management of Metal Management as well as estimates as to the potential cost savings anticipated by the managements of Metal Management and Sims to result from the merger;

• held discussions with the senior managements of Metal Management and Sims with respect to the businesses and prospects of Metal Management and Sims;

• reviewed historical market prices and trading volumes for Metal Management common stock and Sims ordinary shares;

• reviewed and analyzed certain publicly available financial data for companies that CIBC World Markets deemed relevant in evaluating Metal Management and Sims;

• reviewed and analyzed certain publicly available information for transactions that CIBC World Markets deemed relevant in evaluating the merger;

• reviewed and analyzed the premiums paid, based on publicly available financial information, in merger and acquisition transactions CIBC World Markets deemed relevant in evaluating the merger;

• reviewed the relative contributions of Metal Management and Sims to selected operational metrics of the combined company based on historical financial data of Metal Management and Sims;

• reviewed the potential pro forma financial effect of the merger on Sims’s earnings per share based on historical financial data of Metal Management and Sims and estimates as to the potential cost savings anticipated to result from the merger prepared by the managements of Metal Management and Sims;

• reviewed other public information concerning Metal Management and Sims; and

• performed such other analyses, reviewed such other information and considered such other factors as CIBC World Markets deemed appropriate.

In rendering its opinion, CIBC World Markets relied upon and assumed, without independent verification or investigation, the accuracy and completeness of all of the financial and other information provided to or discussed with CIBC World Markets by Metal Management and Sims and their respective employees, representatives and affiliates or otherwise reviewed by CIBC World Markets. CIBC World Markets was not provided with any financial forecasts and estimates relating to Sims prepared by Sims’s management and, accordingly, CIBC World Markets did not undertake an analysis of the financial performance of Sims beyond June 30, 2007. In addition, CIBC World Markets was advised that financial forecasts and estimates relating to Metal Management for periods beyond March 31, 2008 were not prepared by the management of Metal Management and, accordingly, CIBC World Markets did not undertake an analysis of Metal Management’s financial performance beyond March 31, 2008. With respect to the financial forecasts and estimates provided to CIBC World Markets relating to Metal Management, CIBC World Markets assumed, at the direction of the management of Metal Management and with Metal Management’s consent, without independent verification or investigation, that such forecasts and estimates were reasonably prepared on bases reflecting the best available information, estimates and judgments of the management of Metal Management as to Metal Management’s future financial condition and operating results. With respect to adjusted historical financial data relating to Metal Management and Sims provided to CIBC World Markets by the respective managements of Metal Management and Sims and estimates as to the potential cost savings anticipated by the managements of Metal Management and Sims to result from the merger, CIBC World Markets assumed, at the direction of the respective managements of Metal Management and Sims and with Metal Management’s consent, without independent verification or investigation, that such data and estimates were reasonably prepared on bases reflecting the best available information, estimates and judgments of the managements of Metal Management and Sims as to the matters covered by such data and estimates. CIBC World Markets assumed, with Metal

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Management’s consent, that the financial results reflected in such forecasts and estimates, including estimates as to the potential cost savings and synergies anticipated to result from the merger, would be achieved at the times and in the amounts projected. CIBC World Markets relied, without independent verification, upon the assessments of the management of Metal Management as to market trends and prospects for the metal recycling industry and the potential impact of such trends and prospects on Metal Management and Sims. CIBC World Markets also relied, at Metal Management’s direction, without independent verification or investigation, on the assessments of the management of Metal Management as to the ability to integrate the businesses of Metal Management and Sims and to retain key customers of Metal Management and Sims.

CIBC World Markets assumed, with Metal Management’s consent, that the merger would qualify for federal income tax purposes as a reorganization under Section 368(a) of the Code. CIBC World Markets also assumed, with Metal Management’s consent, that the merger would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws and other requirements and that, in the course of obtaining the necessary regulatory or third party approvals and consents with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Metal Management, Sims or the merger, including the contemplated benefits of the merger. CIBC World Markets neither made nor obtained any independent evaluations or appraisals of the assets or liabilities, contingent or otherwise, of Metal Management or Sims. CIBC World Markets’ opinion related to the relative values of Metal Management and Sims. CIBC World Markets did not express any opinion as to the underlying valuation, future performance or long-term viability of Metal Management or Sims, or the prices at which Metal Management common stock, Sims ordinary shares or Sims ADSs would trade at any time. CIBC World Markets expressed no view as to, and its opinion did not address, any terms or other aspects of the merger (other than the exchange ratio to the extent expressly specified in its opinion) or any aspect or implication of any other agreement, arrangement or understanding entered into in connection with the merger or otherwise. In addition, CIBC World Markets expressed no view as to, and its opinion did not address, Metal Management’s underlying business decision to proceed with or effect the merger nor did its opinion address the relative merits of the merger as compared to any alternative business strategies that might exist for Metal Management or the effect of any other transaction in which Metal Management might engage. In connection with its engagement, CIBC World Markets was not requested to, and it did not, solicit third party indications of interest in the possible acquisition of all or a part of Metal Management. CIBC World Markets’ opinion was necessarily based on the information available to it and general economic, financial and stock market conditions and circumstances as they existed and could be evaluated by CIBC World Markets on the date of its opinion. It should be understood that, although subsequent developments may affect CIBC World Markets’ opinion, CIBC World Markets does not have any obligation to update, revise or reaffirm its opinion. Except as described above, Metal Management imposed no other instructions or limitations on CIBC World Markets with respect to the investigations made or the procedures followed by it in rendering its opinion.

This summary is not a complete description of CIBC World Markets’ opinion or the financial analyses performed and factors considered by CIBC World Markets in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. CIBC World Markets arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, CIBC World Markets believes that its analyses and this summary must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying CIBC World Markets’ analyses and opinion.

In performing its analyses, CIBC World Markets considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Metal Management and Sims. No company, business or transaction used in

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the analyses is identical or directly comparable to Metal Management, Sims or the merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed.

The forecasts and estimates contained in CIBC World Markets’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the forecasts and estimates used in, and the results derived from, CIBC World Markets’ analyses are inherently subject to substantial uncertainty.

The type and amount of consideration payable in the merger were determined through negotiation between Metal Management and Sims, and the decision to enter into the merger was solely that of the Metal Management board of directors. CIBC World Markets’ opinion and financial presentation were only one of many factors considered by the Metal Management board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Metal Management board of directors or management with respect to the merger or the exchange ratio provided for in the merger.

The following is a summary of the material financial analyses reviewed with the Metal Management board of directors in connection with CIBC World Markets’ opinion dated September 24, 2007. The financial analyses summarized below include information presented in tabular format. In order to fully understand CIBC World Markets’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of CIBC World Markets’ financial analyses.

Selected Companies Analysis

CIBC World Markets performed separate selected companies’ analyses of Metal Management and Sims in which CIBC World Markets reviewed financial and stock market information of selected publicly held companies in the metal recycling industry. Financial data of the selected companies were based on public filings, publicly available research analysts’ estimates and other publicly available information. Estimated financial data of Metal Management were based on internal estimates of the management of Metal Management and historical financial data of Metal Management and Sims were provided by the respective managements of Metal Management and Sims. Latest 12 months financial data of Metal Management, Sims and the selected companies were for the 12-month period ended June 30, 2007.

Metal Management. CIBC World Markets reviewed financial and stock market information of Metal Management and the following four selected publicly held companies. These companies, referred to as the Metal Management selected companies, were selected primarily because they are publicly traded companies in the metals industry which engage in scrap metal recycling, which is the business in which Metal Management operates:

• Commercial Metals Company

• Gerdau Ameristeel Corporation

• Schnitzer Steel Industries, Inc.

• Sims Group Limited

CIBC World Markets reviewed enterprise values of the Metal Management selected companies, calculated as fully-diluted market value based on closing stock prices on September 21, 2007, plus net debt, as a multiple of latest 12 months earnings before interest, taxes, depreciation and amortization, which is referred to as EBITDA, and calendar year 2007 estimated EBITDA. CIBC World Markets also reviewed closing stock prices

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of the Metal Management selected companies on September 21, 2007 as a multiple of latest 12 months earnings per share, which is referred to as EPS, and calendar year 2007 estimated EPS.

Sims. CIBC World Markets reviewed financial and stock market information of Sims and the following seven selected publicly held companies. These companies, referred to as the Sims selected companies, were selected primarily because they are publicly traded companies in the metals industry which engage in scrap metal recycling (which is the principal business in which Sims operates) or, given that Sims also engages in other types of metal recycling and has operations that are directly affected by commodity iron ore prices, publicly traded companies in the metals industry engaged in other types of metal recycling or in iron ore mining which, in CIBC World Markets’ view, were deemed relevant for purposes of comparison:

• Asahi Pretec Corporation

• BHP Billiton PLC

• Commercial Metals Company

• Gerdau Ameristeel Corporation

• Metal Management, Inc.

• Rio Tinto plc

• Schnitzer Steel Industries, Inc.

CIBC World Markets reviewed enterprise values of the Sims selected companies as a multiple of latest 12 months EBITDA. CIBC World Markets also reviewed closing stock prices of the Sims selected companies on September 21, 2007 as a multiple of latest 12 months EPS.

Based on the implied per share equity reference ranges for Metal Management and Sims calculated by applying a range of selected multiples of the above-referenced metrics derived from the Metal Management selected companies and the Sims selected companies to corresponding data, as adjusted to reflect certain acquisitions and non-recurring items, of Metal Management and Sims, this analysis indicated the following implied exchange ratio reference range, as compared to the exchange ratio provided for in the merger:

Implied Exchange Ratio Reference Range 1.5373x — 2.0331x	Merger Exchange Ratio
	2.05x

Selected Precedent Transactions Analysis

CIBC World Markets reviewed the transaction values of the following six selected transactions involving companies in the metal recycling industry:

panies in the metal recycling	industry:
Announcement Date • 10/16/06 • 04/27/06 • 06/24/05 • 06/17/04 • 03/19/03 • 01/14/03	Acquirer • Sims • European Metal Recycling Ltd. • Sims • IMCO Recycling Inc. • IMCO Recycling Inc. • Eco-Bat Technologies PLC	Target
		• Metall + Recycling Gmbh • Southern Recycling, LLC • Hugo Neu Corporation • Commonwealth Industries, Inc. • VAW-IMCO Guss und Recycling Gmbh • Revere Smelting and Refining Corporation (smelting facilities)

CIBC World Markets reviewed transaction values in the selected transactions, calculated as the equity value implied for the target company based on the consideration payable in the selected transaction, plus net debt, as a multiple of latest 12 months EBITDA. Financial data for the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Financial data of Metal Management were provided by the management of Metal Management. Based on the implied per share equity reference range for Metal Management calculated by applying a range of selected multiples of latest 12 months EBITDA derived from the selected transactions to Metal Management’s latest 12 months (as of June 30, 2007) EBITDA, as adjusted to reflect certain acquisitions and non-recurring items, and on the implied per

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share equity reference range derived for Sims from the selected companies analysis described above, this analysis indicated the following implied exchange ratio reference range, as compared to the exchange ratio provided for in the merger:

the merger:
Implied Exchange Ratio Reference Range 1.3836x —1.8298x	Merger Exchange Ratio
	2.05x

Premiums Paid Analysis

CIBC World Markets reviewed the premiums paid in 24 selected all-stock transactions announced between January 1, 2005 and September 21, 2007 in which the pro forma equity ownership of the target company’s shareholders upon consummation of the transaction ranged between 20% and 50% relative to the closing stock prices of the target companies in such transactions one trading day, one week and four weeks prior to public announcement of the relevant transaction. Based on the implied per share equity reference range for Metal Management calculated by applying a range of selected premiums derived from the selected transactions to the closing prices of Metal Management common stock one trading day, one week and four weeks prior to September 21, 2007 and on the closing price of Sims ordinary shares on September 21, 2007, this analysis indicated the following implied exchange ratio reference range, as compared to the exchange ratio provided for in the merger:

the merger:
Implied Exchange Ratio Reference Range 1.6878x — 1.9635x	Merger Exchange Ratio
	2.05x

Contribution Analysis

CIBC World Markets reviewed the relative contributions of Metal Management and Sims to the combined company’s latest 12 months (as of June 30, 2007) net income, as adjusted to reflect certain acquisitions and non-recurring items. Financial data of Metal Management and Sims were provided by the respective managements of Metal Management and Sims. Based on the implied equity ownership percentage of Metal Management’s stockholders in the combined company derived from the relative contributions of Metal Management and Sims to the latest 12 months net income of the combined company, this analysis indicated the following implied exchange ratio reference range, as compared to the exchange ratio provided for in the merger:

Implied Exchange Ratio Reference Range 1.6733x — 2.2130x	Merger Exchange Ratio
	2.05x

Miscellaneous

Metal Management has agreed to pay CIBC World Markets for its financial advisory services in connection with the merger an aggregate fee estimated to be approximately $8.8 million, a portion of which was payable in connection with CIBC World Markets’ engagement, a portion of which was payable upon delivery of its opinion and approximately $8 million of which is contingent upon consummation of the merger. In addition, Metal Management has agreed to reimburse CIBC World Markets for its reasonable expenses, including reasonable fees and expenses of its legal counsel, and to indemnify CIBC World Markets and related parties against liabilities, including liabilities under the federal securities laws, relating to, or arising out of, its engagement. In the ordinary course of business, CIBC World Markets and its affiliates may actively trade the securities of Metal Management and Sims for its and their own accounts and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

Metal Management selected CIBC World Markets as its financial advisor based on CIBC World Markets’ reputation and experience. CIBC World Markets is an internationally recognized investment banking firm and, as a part of its investment banking business, is regularly engaged in valuations of businesses and securities in

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connection with acquisitions and mergers, underwritings, secondary distributions of securities, private placements and valuations for other purposes.

Sims’s Reasons for the Merger

The Sims board of directors, at a meeting held on September 24, 2007, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of the shareholders of Sims and approved the merger agreement and the transactions contemplated thereby, including the merger.

In reaching this decision, the Sims board of directors considered a range of strategic and financial considerations, including:

• the combined company would have a leading position in the North American metal recycling market;

• the complementary nature of Sims’s export-focused and Metal Management’s domestic-focused North American operations and Metal Management’s significant non-ferrous metal recycling operations;

• the merger provides a sound platform for future growth, including a listing on the NYSE, which would provide acquisition currency for further acquisitions in the recycling industry;

• the merger would combine two strong management teams with the capabilities to drive further growth, particularly in the North American metal recycling market;

• that the holders of Sims ordinary shares and the holders of Metal Management common stock would own approximately 70% and 30%, respectively, of the combined company;

• the merger would have the potential to generate significant cost synergies in North America; and

• through the achievement of synergies, the merger would have a positive financial impact on Sims.

• The Sims board of directors also considered a range of risks and other issues, including:

• that the merger involves a significant increase in Sims’s exposure to the United States domestic market at a time of uncertainty regarding the outlook for the United States economy;

• the risk that Metal Management’s stockholders may not want to hold securities in a foreign corporation;

• the terms of the merger agreement, including the restrictions on both parties in pursuing alternative transactions, the requirement that Sims move its executive offices to New York, New York and operational headquarters to Chicago, Illinois, the risk that conditions to the closing of the merger would not be satisfied (including Metal Management stockholders not approving the merger) and the corporate governance arrangements to apply post merger;

• that the merger will involve significant integration risks, both within the combined company’s North American operations and through the transition of Sims’s head office to the United States;

• that there would be significant changes in the composition of the board of directors and senior management of the combined company, including a new chief executive officer and chief financial officer;

• that the merger would require the combined company to comply with the rules and regulations of the SEC and the listing standards of the NYSE applicable to foreign private issuers, which could increase compliance costs;

• the impact of any conditions imposed by any regulator whose consent to the merger was a condition to completion of the merger;

• possible lack of liquidity in the trading market for Sims ADSs listed on the NYSE; and

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• that Sims ordinary shares have historically traded at a higher price-earnings ratio than Metal Management common stock and that the combination of Sims and Metal Management could result in the shares of the combined company trading at a lower price-earnings ratio than Sims ordinary shares.

The Sims board of directors weighed the potential benefits, advantages and opportunities of a merger and the risk of not pursuing a transaction with Metal Management against the risks and challenges inherent in the proposed merger. The Sims board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the Sims board of directors concluded that the potential benefits outweighed the risks for consummating the merger with Metal Management.

After taking into account these and other factors, the Sims board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interest of the shareholders of Sims, approved the merger with Metal Management and the other transactions contemplated by the merger agreement, and approved the merger agreement.

Interests of Metal Management Directors and Executive Officers in the Merger

Certain members of the Metal Management board of directors and executive officers of Metal Management, in their capacities as such, have certain interests in the merger that are in addition to or different from their interests as Metal Management stockholders generally. See “The Merger — Effect of Merger on Metal Management Executive Employment Agreements and Severance Arrangements,” “The Merger — Effect of Merger on Equity Awards” and “The Merger — Indemnification and Directors’ and Officers’ Insurance.” The Metal Management board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby.

Board of Directors of Sims Metal Management After the Merger

Board of Directors

Upon completion of the merger, the Sims Metal Management board of directors will consist of 12 directors. The Sims Metal Management board of directors will consist of seven current Sims directors and the five current Metal Management directors. Paul K. Mazoudier will be the chairman of the board of Sims Metal Management.

Metal Management.
Name and Age	Principal Outside Business Activities and Five-Year Employment History
Paul K. Mazoudier, 66. . . . . . . . . .	Chairman of Sims since 1999 and Independent Non-Executive Director
	since 1991; Director of HPAL Limited (2001-2007); Director of AMP
	Limited (2000-2003); and Director and Chairman of Ambition Group
	Limited (1999-2003).
Jeremy L. Sutcliffe, 50 . . . . . . . . .	Executive Director and Group Chief Executive of Sims since 2002; Vice
	President (since 2004) and Board member (since 2002) of the Ferrous
	Division of the Bureau of International Recycling; Member of the
	Australian Institute of Company Directors since 2002.
Ross B. Cunningham, 62 . . . . . . . .	Executive Director (since 1991) and Executive Director, Group Finance
	and Strategy of Sims; Fellow of the Australian Institute of Company
	Directors.
J. Michael Feeney, 61 . . . . . . . . . .	Independent Non-Executive Director of Sims since 1991; Executive
	Director, Collins Partners Corporate Advisory until 2007; Director of
	Ausdoc Group Limited (1999-2002); and Director of Feltex Carpets
	Limited (2001-2006).
Christopher J. Renwick, 65 . . . . . .	Independent Non-Executive Director of Sims since June 2007; Director
	of Coal and Allied Industries Limited since 2004, and Chairman since
	2005; Director of Downer EDI Limited since 2004; Director of
	Transurban Group since 2005; and employed with the Rio Tinto group
	for over 35 years and was Chief Executive, Rio Tinto Iron Ore (1997-
	2004).

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Name and Age	Principal Outside Business Activities and Five-Year Employment History
Paul J. Varello, 64 . . . . . . . . . . . . .	Independent Non-Executive Director of Sims since 2005; President and
	Chief Executive Officer of Commonwealth Engineering and
	Construction of Houston, Texas since 2003; Chairman and Chief
	Executive Officer of American Ref-Fuel Company (1990-2003); and
	Independent Director of The Ryland Group, Inc. since 1999.
Masakatsu Iwanaga, 66 . . . . . . . . .	Non-Independent, Non-Executive Director of Sims since June 2007;
	Member of the Australia & New Zealand Chamber of Commerce in
	Japan; employed with Mitsui from 1963 through 2005 and worked in
	various divisions of Mitsui, including as President and Managing
	Director, Mitsui Iron Ore Development from 1999-2005.
Norman R. Bobins, 64 . . . . . . . . . .	Director of Metal Management since 2006; Chairman Emeritus of
	LaSalle Bank Corp. since 2007; Chairman of LaSalle Bank Corp. from
	2000 to 2003; President and Chief Executive Officer of LaSalle Bank
	Corp. from 2001 to 2007; Chairman, President and Chief Executive
	Officer of LaSalle Bank N.A. from 2001 to 2007; President of LaSalle
	Bank Midwest National Association from 2005 to 2007; Director of
	Global Hyatt Corporation since 2006; Director of Nicor, Inc. since 2007;
	Director of RREEF America REIT II, Inc. since 1996; and Director of
	AAR Corp. since 2007.
Daniel W. Dienst, 42 . . . . . . . . . . .	Director of Metal Management since 2001; Chairman of the Board of
	Metal Management since 2003, Chief Executive Officer and President of
	Metal Management since 2004; and Managing Director of the Corporate
	and Leveraged Finance Group of CIBC World Markets (2000-2004).
John T. DiLacqua, 55 . . . . . . . . . .	Director of Metal Management since 2001; and Executive Chairman of
	Envirosource, Inc. from May 2004 until his retirement in December
	2004, President and Chief Executive Officer of Envirosource, Inc. (1999-
	2004).
Robert Lewon, 64 . . . . . . . . . . . . .	Director of Metal Management since 2004; served as a consultant to
	scrap metal companies since his retirement from Simsmetal USA Corp.
	in 1993.
Gerald E. Morris, 74 . . . . . . . . . . .	Director of Metal Management since 2004 and designated lead director
	since 2006; President and Chief Executive Officer of Intalite
	International N.V., a position he has held for more than five years; and
	Director and Chairman of the audit committee of Beacon Trust
	Company.

If any of the foregoing persons is unavailable for any reason to serve as a director of Sims Metal Management upon the effective date of the merger, the board of directors of Sims or Metal Management, as applicable, will be entitled to designate another person to serve on the board of directors of Sims Metal Management.

Under the merger agreement, Sims Metal Management directors will serve three-year terms and be eligible for reelection to further three-year terms. Three of the four former Metal Management non-executive directors will stand for reelection at the 2008 annual general meeting of Sims Metal Management shareholders. The fourth former Metal Management non-executive director, who has not yet been identified, will not stand for reelection and will retire and, therefore, will no longer be a Sims Metal Management director after Sims Metal Management’s 2008 annual general meeting of shareholders.

If any of the former Metal Management non-executive directors vacates his directorship prior to the 2008 annual general meeting of shareholders, whether due to removal, resignation or death, the former Metal Management directors will have the exclusive authority to nominate individuals to fill such vacant seats, as long as the nominees are reasonably acceptable to the Nomination Committee of the Sims Metal Management board of directors.

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Board Committees

Following completion of the merger, the board of directors of Sims Metal Management will have six committees; the Safety, Health, Environment & Community Committee, the Risk & Audit Committee, the Remuneration Committee, the Finance & Investment Committee, the Nomination Committee and the Integration Committee. The composition of each Committee will be determined in accordance with the merger agreement on or prior to the date of the completion of the merger, subject to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations, which are referred to as the ASX corporate governance guidelines.

Director Compensation

Upon completion of the merger, the non-executive directors of Sims Metal Management (other than the chairman of the board) will each receive total annual compensation of A$170,610, excluding any fees received for holding the position of a board committee chair. The chair of the Risk & Audit Committee will receive an annual retainer of A$60,000. The chairs of the Safety, Health, Environment & Community Committee, Remuneration Committee, Finance & Investment Committee and the Integration Committee will each receive an annual retainer of A$30,000. No annual retainer will be paid to the chair of the Nomination Committee. The chairman of the board of Sims Metal Management will receive A$393,800. No board or committee meeting fees are paid. Subject to the Corporations Act, Sims Metal Management’s constitution and listing rules of the ASX and subject to shareholder approval to the extent that annual compensation to non-executive directors would exceed A$2,500,000 in aggregate, the board of directors of Sims Metal Management will have the authority to modify the compensation paid to board and committee members.

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Executive Officers of Sims Metal Management After the Merger

The following executive officers of Sims and Metal Management are expected to serve as executive officers of Sims Metal Management following the merger:

		Expected Position with Sims
	Current Position with Sims or	Metal Management
Name and Age	Metal Management	Following the Merger
Daniel W. Dienst, 42 . . . .	President and Chief Executive Officer	Chief Executive Officer and Chair of
	of Metal Management	the North American Metal Recycling
		business operations of Sims Metal
		Management
Jeremy L. Sutcliffe, 50 . . .	Group Chief Executive Officer of	Executive Director and Chair of the
	Sims	Metal Recycling business operations
		of Sims Metal Management in
		Australasia and Europe and Recycling
		Solutions business operations in
		Australasia and Europe
Ross B. Cunningham, 62. .	Executive Director Group Finance and	Executive Director of Sims Metal
	Strategy of Sims	Management
Robert C. Larry, 46. . . . . .	Executive Vice President, Finance,	Executive Vice President and Chief
	Chief Financial Officer, Treasurer and	Financial Officer of Sims Metal
	Secretary of Metal Management	Management
Graham Davy, 42 . . . . . . .	Chief Executive Officer of Sims Metal	Chief Executive Officer of European
	Recycling European operations and	Metal Recycling business operations
	Sims Recycling Solutions global	and global Sims Recycling Solutions
	operations	business of Sims Metal Management
Robert Kelman, 44 . . . . . .	President and Chief Operating Officer	President — Commercial, North
	of Sims Group USA Holdings	America of Sims Metal Management
Darron McGree, 60. . . . . .	Managing Director of Sims Group	Managing Director — Australia and
	Australia Holdings Limited	New Zealand of Sims Metal
		Management
Alan D. Ratner, 56 . . . . . .	President of Metal Management	President — Operations, North
	Northeast, Inc.	America of Sims Metal Management

Biographical information for Messrs. Dienst, Sutcliffe and Cunningham is included above under “Board of Directors of Sims Metal Management After the Merger.”

	Principal Outside Business Activities and
Name and Age	Five-Year Employment History
Robert C. Larry, 46 . . . . . . . . . . . .	Chief Financial Officer of Metal Management since August 1996.
	Treasurer of Metal Management since April 2004.
Graham Davy, 42 . . . . . . . . . . . . . .	Chief Executive Officer of Sims’s Metal Recycling European operations
	since 2007 and Sims Recycling Solutions global operations since 2002.
Robert Kelman, 44 . . . . . . . . . . . . .	President and Chief Operating Officer of Sims Group USA Holdings
	since 2007. Vice President and General Manager of Northeast Metals
	Operations of Sims Group USA since 2005. Prior to that time, was the
	Senior Vice President and General Manager of Hugo Neu Schnitzer
	East, a joint venture between Hugo Neu Corporation and Schnitzer
	Steel, since 1997.
Darron McGree, 60 . . . . . . . . . . . .	Managing Director of Sims Group Australia Holdings Limited since
	2005. Prior to that time, held various senior management positions with
	Sims since joining the company in 1983.
Alan D. Ratner, 56 . . . . . . . . . . . . .	President of Metal Management Northeast, Inc. since April 2001.

Additional information about the current Metal Management executive officers can be found in Metal Management’s proxy statement on Schedule 14A for its 2007 annual meeting of stockholders as filed with the

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SEC on July 30, 2007, which is incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

Compensation During the Last Full Fiscal Year of Directors and Executive Officers

Compensation Information Regarding Sims Directors and Executive Officers

The following table presents information regarding the compensation (in Australian dollars) paid during the last full financial year ended June 30, 2007 by Sims to each Sims director and executive officer expected to become a director or executive officer of Sims Metal Management following the merger:

Directors Paul K. Mazoudier . . . . . . Jeremy L. Sutcliffe . . . . . . Ross B. Cunningham . . . . . J. Michael Feeney . . . . . . . Christopher J. Renwick . . . Paul J. Varello . . . . . . . . . Masakatsu Iwanaga . . . . . . Executive Officers Graham Davy. . . . . . . . . . Robert Kelman . . . . . . . . . Darron McGree . . . . . . . .	S	**hort-Term Employee **	**hort-Term Employee **	Benefits		Long-Term Benefits	Long-Term Benefits	Post Employment	Post Employment	Share-Based Payments	Share-Based Payments	Total
	Cash Salary & Fees	Non- Monetary Benefits	Other Short- Term Benefits		Accr	uals
				STI Bonus	Annual Leave	Long Service Leave	LTI Bonus	Pension/ Super- annuation	Retire- ment Benefits	LTI Shares	Options/ Rights/ Restricted Stock Units
	328,440 1,225,739 594,745 142,293 7,662 155,100 8,352 462,772 586,357 467,085	— 1,000 1,000 — — — — 36,495 16,871 1,000	— — — — — — — 81,224 12,163 —	— 959,310 661,600 — — — — 344,802 491,556 254,650					41,393 — — 19,134 — — — — — —	— 246,881 70,000 — — — — — — 55,000	— 305,365 228,102 — — — — 56,246 171,077 —	399,393 3,440,077 2,084,493 174,233 8,352 155,100 8,352 1,149,436 1,319,356 987,418

On July 28, 2006, Sims issued, pursuant to its former executive long term incentive plan, 36,738 Sims ordinary shares to Mr. Sutcliffe, 10,417 Sims ordinary shares to Mr. Cunningham and 8,185 Sims ordinary shares to McGree. Also on July 28, 2006, Sims issued performance rights in the amount of 3,003 Sims ordinary shares to Mr. Davy.

A total of 20,000 and 3,983 Sims ordinary shares were issued on November 2, 2006 and May 4, 2007, respectively, for no consideration as a result of the vesting of performance rights issued to Mr. Sutcliffe on October 6, 2005 pursuant to his employment contract with Sims.

Compensation Information Regarding Metal Management Directors and Executive Officers

Information regarding the compensation paid by Metal Management to each Metal Management director and executive officer expected to become a director or executive officer of Sims Metal Management following the merger can be found in Metal Management’s proxy statement on Schedule 14A for its 2007 annual meeting of stockholders under the headings “Proposal No. 1 — Election of Directors” and “Executive Compensation” as filed with the SEC on July 30, 2007, which is incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

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Ownership of Sims Ordinary Shares

As of November 15, 2007, the directors and executive officers of Sims who will serve as a director or executive officer of Sims Metal Management after the merger own Sims ordinary shares as shown in the table below:

Name Paul K. Mazoudier . . . . . . . . . Jeremy L. Sutcliffe . . . . . . . . . Ross B. Cunningham . . . . . . . J. Michael Feeney . . . . . . . . . . Christopher J. Renwick . . . . . . Paul J. Varello . . . . . . . . . . . . Masakatsu Iwanaga. . . . . . . . . Graham Davy . . . . . . . . . . . . . Robert Kelman . . . . . . . . . . . . Darron McGree . . . . . . . . . . .	Directly Owned Shares 14,363 — — 1 — — — 3,003 — —	Indirectly Owned Shares — 52,255 10,417 25,503 — 4,600 — — — 8,185	Total Shares 14,363 52,255 10,417 25,504 — 4,600 — — — —	Percentage of Capital Stock
				0.011 0.041 0.008 0.02 — 0.004 — 0.002 — 0.006

Also, as of November 15, 2007, Mr. Sutcliffe has 320,464 performance rights, Mr. Cunningham has 81,836 performance rights, Mr. Davy has 94,069 performance rights, Mr. Kelman has 54,507 restricted stock units and Mr. McGree has 66,737 performance rights.

As of November 15, 2007, to the knowledge of Sims, the following persons, having provided Sims with substantial shareholder notices in accordance with the Corporations Act, beneficially owned 5% or more of Sims ordinary shares:

Principal Shareholders Mitsui Raw Materials Development Pty Limited . . . . . . . . . . . . . . . . . M & G Investment Funds (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AXA Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Perpetual Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vanguard Precious Metals and Mining Fund . . . . . . . . . . . . . . . . . . . .	Number of Shares 25,208,600 14,169,532 7,706,433 6,959,548 6,500,000	Percentage
		19.93% 11.20% 6.09% 5.50% 5.14%

As of November 15, 2007, approximately 120,052,213 Sims ordinary shares were held by record holders with addresses in Australia, which represents approximately 94.9% of the Sims ordinary shares outstanding, and there were approximately 19,439 record holders in Australia, which represents approximately 98.8% of the record holders of Sims ordinary shares.

Effect of Merger on Metal Management Executive Employment Agreements and Severance Arrangements

Employment Agreement of Daniel W. Dienst

If Mr. Dienst resigns for “good reason,” or if Metal Management or Sims after completion of the merger involuntarily terminates Mr. Dienst without “cause,” his employment agreement provides that:

• for a period of two years after the date of termination, he will be entitled to receive his annual base salary, plus any accrued interest on any payments delayed for purposes of compliance with Code section 409A;

• for a period of two years after the date of termination, he will be entitled to receive his target annual bonuses for such years, plus any accrued interest on any payments delayed for purposes of compliance with Code section 409A;

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• if Mr. Dienst’s termination date occurs before March 31, he will be entitled to receive the pro rata portion of his annual bonus for such year, based on actual performance, plus any accrued interest on any payments delayed for purposes of compliance with Code section 409A;

• all of his unvested stock options, stock grants or long term incentive plan compensation will immediately become vested; and

• for a period of two years after the date of termination (other than death, disability or the expiration of the employment agreement), he will be furnished with accident, health and life insurance programs.

• “Good reason” and “cause” are defined in Mr. Dienst’s employment agreement.

In addition, the restricted stock agreements held by Metal Management employees (other than with respect to the restricted stock granted to Mr. Dienst on July 26, 2007) provide that, upon consummation of the merger, all unvested restricted stock will become fully vested. Mr. Dienst had agreed to waive his right to have the restricted stock granted to him on July 26, 2007 vest upon a change of control, but as part of the transaction negotiations, it was agreed that the restricted stock vest upon completion of the merger. The number of shares of Mr. Dienst’s restricted stock that will vest upon completion of the merger is 440,532, including 196,532 shares granted to him on July 26, 2007.

On September 24, 2007, Mr. Dienst entered into a letter agreement with Sims that will amend his employment agreement upon completion of the merger to provide that:

• beginning on July 1, 2008, Mr. Dienst will be eligible to receive an annual bonus under the Sims Metal Management revised short term incentive plan as determined by the Remuneration Committee of Sims Metal Management consistent with the combined salary and cash bonus earnings potential under his employment agreement;

• beginning on July 1, 2008, Mr. Dienst will be entitled to participate in the Sims Metal Management long term incentive plan for an amount equal to 200% of his base salary, subject to approval of Sims Metal Management shareholders at the 2008 annual general meeting, and thereafter to annual grants under the Sims Metal Management long term incentive plan;

• on August 1, 2009, Mr Dienst will be entitled to receive a cash bonus of up to $1 million, payable in whole or in part as determined by the Remuneration Committee of Sims Metal Management based upon performance against specified targets set by the Sims Metal Management Integration Committee; and

• upon consummation of the merger, the restricted stock granted to Mr. Dienst on July 26, 2007 will become fully vested; provided, however, that Mr. Dienst will pay Sims (i) $3 million if he resigns other than for “good reason” before July 1, 2010, (ii) $2 million if he resigns other than for “good reason” before July 1, 2011 and (iii) $1 million if he resigns other than for “good reason” before July 1, 2012.

At the request of Sims and by prior agreement with the Metal Management board of directors, Metal Management will pay Mr. Dienst his annual bonus for the period ending March 31, 2008 at or before completion of the merger in an amount equal to 200% of his base salary, plus an additional three months of annualized bonus at the same percentage for anticipated performance through June 30, 2008.

If any payment to Mr. Dienst, alone or taken together with any other payment, is deemed to be a “parachute payment” under Code section 280G, it will be reduced to an amount that would no longer constitute a “parachute payment” under the Code. If the reduced amount, however, is less than 90% of the total amounts Mr. Dienst would otherwise have been entitled to receive, he will receive a payment grossed up to an amount such that after payment of the excise tax imposed by Code section 4999, Mr. Dienst will receive the same amount, on an after-tax basis, that he would have received had no excise tax been imposed.

A copy of the letter agreement between Sims and Mr. Dienst is filed as an exhibit to the registration statement, of which this proxy statement/prospectus forms a part.

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Employment Agreement of Robert C. Larry

If Sims terminates Mr. Larry’s employment within 12 months after completion of the merger, his employment agreement provides that:

• Mr. Larry will receive a lump sum payment in an amount equal to two times his then-current annual base salary;

• he will receive COBRA coverage for a period of 18 months to the extent he is eligible; and

• he has the option to reduce the amount of his severance payments such that they are not subject to an excise tax.

In addition, upon completion of the merger, all 45,333 shares of Mr. Larry’s unvested restricted stock will become fully vested.

On October 10, 2007, Mr. Larry entered into a letter agreement with Sims that will amend his employment agreement upon completion of the merger to provide that:

• Mr. Larry’s base salary will be $600,000 per year;

• beginning on July 1, 2008, Mr. Larry will be eligible to receive an annual bonus of up to 100% of his base salary under the Sims Metal Management revised short term incentive plan as determined by the Remuneration Committee of Sims Metal Management consistent with the combined salary and cash bonus earnings potential under his employment agreement;

• beginning on July 1, 2008, Mr. Larry will be entitled to participate in the Sims Metal Management long term incentive plan for an amount equal to 100% of his base salary, and thereafter to annual grants under the Sims Metal Management long term incentive plan; and

• he will receive five weeks of vacation per year.

A copy of the letter agreement between Sims and Mr. Larry is filed as an exhibit to the registration statement, of which this proxy statement/prospectus forms a part.

At the request of Sims and by prior agreement with the Metal Management board of directors, Metal Management will pay Mr. Larry his annual bonus for the period ending March 31, 2008 at or before completion of the merger in an amount equal to 100% of his base salary, plus an additional three months of annualized bonus at the same percentage for anticipated performance through June 30, 2008.

Other Arrangements for Officers and Directors

Metal Management may, prior to completion of the merger, grant shares of restricted stock to its employees, including its executive officers, as reasonably determined by the compensation committee of the Metal Management board of directors in an aggregate amount not to exceed 225,000 shares (of which up to a maximum of 75,000 shares may be granted to Mr. Dienst), which are intended to be compensation for fiscal 2008 performance. The Metal Management board of directors has advised Mr. Dienst that any discretionary award of restricted stock to Mr. Dienst in respect of fiscal 2008 performance would be increased by an amount of stock with a value of $1 million in recognition of his extraordinary efforts with respect to the merger (but in no event would the total shares so awarded to him exceed 75,000 shares). Any grant of shares of restricted stock may provide that some or all of such shares will automatically vest upon the consummation of the merger.

Metal Management may grant bonuses to certain executive officers (other than its chief executive officer) in an aggregate amount of up $1.5 million prior to completion of the merger.

The Metal Management board of directors also approved a special fee payment of $35,000, payable to each of the independent directors of Metal Management, in recognition of the additional time and efforts expended in considering the merger with Sims.

Effect of Merger on Equity Awards

Options to acquire Metal Management common stock outstanding and unexercised immediately prior to the completion of the merger will remain subject to the same terms and conditions as were in effect with respect to the options immediately prior to the effective time of the merger, except that each of these stock options will be exercisable for Sims ADSs equal to the number of shares of Metal Management common stock

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subject to such option multiplied by 2.05 (rounded down to the nearest whole share), with the new exercise price determined by dividing the existing exercise price by 2.05 (rounded up to the nearest whole cent). Each outstanding unvested Metal Management stock option held by any director, officer or employee will become fully vested and exercisable upon completion of the merger.

The table below shows the number of shares covered by Metal Management stock options held by the directors and executive officers of Metal Management and the total number of substitute Sims stock options these directors and executive officers would receive in substitution for these Metal Management stock options upon completion of the merger under the formula described above. The table below also shows the number of shares of Metal Management restricted stock held by the directors and executive officers of Metal Management.

Name Executive Officers Christopher R. Dandrow Daniel W. Dienst . . . . . . Robert C. Larry . . . . . . . Kenneth P. Mueller Alan D. Ratner . . . . . . . . Larry S. Snyder . . . . . . . Thomas O. Whitman Independent Directors Norman R. Bobins . . . . . John T. DiLacqua . . . . . . Robert Lewon. . . . . . . . . Gerald E. Morris . . . . . .	Metal Management Restricted Stock Pre-Merger 9,334 440,532 45,333 10,333 20,333 11,833 17,001 — — — —	Metal Management Stock Options Pre-Merger — 200,000 — — — — — 60,000 60,000 90,000 130,000	Weighted Average Exercise Price of Options — $30.63 — — — — — $38.78 $38.78 $33.52 $28.63	Sims ADS Options Post-Merger — 410,000 — — — — — 123,000 123,000 184,500 266,500	Weighted Average Exercise Price of Options
					— $14.94 — — — — — $18.91 $18.91 $16.35 $13.97

All of the Metal Management pre-merger stock options are fully vested other than options to purchase 30,000 of Metal Management common stock held by each Metal Management independent director. All unvested options will fully vest upon completion of the merger. All of the shares of Metal Management restricted stock will fully vest upon completion of the merger.

Indemnification and Directors’ and Officers’ Insurance

Sims has agreed that, after the merger, Sims will, subject to any limits imposed by the Corporations Act, cause Metal Management to indemnify, defend and hold harmless the present and former directors and executive officers of Metal Management and its subsidiaries, from liabilities and expenses (including reasonable attorney fees and expenses) for acts or omissions occurring at or prior to the effective time of the merger, to the same extent and subject to the same terms and conditions as provided in their respective certificates of incorporation and by-laws as in effect on the date of the merger agreement. These obligations will survive the merger and continue in full force and effect in accordance with their terms.

Sims has agreed to use its reasonable best efforts to maintain in effect, for a period of six years after completion of the merger, the current Metal Management directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the effective time of the merger with respect to those persons who are currently covered by Metal Management’s directors’ and officers’ liability insurance policies (or substitute policies with a reasonable and financially sound insurer with substantially similar coverage). If the annual premiums payable with respect to this insurance exceed 200% of the annual premiums paid by Metal Management at the date of the merger agreement for such insurance, Sims will be obligated only to obtain a policy with the maximum coverage available for a cost not exceeding 200% of the annual premiums paid by Metal Management as of the date of the merger agreement.

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No Dissenters’ Rights

No holders of record of Metal Management capital stock will be entitled to dissenters’ rights in connection with the merger.

Delisting and Deregistration of Metal Management’s Common Stock

If the merger is completed, Metal Management common stock will be delisted from the NYSE and will be deregistered under the Exchange Act and Metal Management will no longer be required to file periodic and other reports with the SEC. The Metal Management stockholders will become holders of Sims ADSs and their rights as shareholders will be governed by the Corporations Act, the constitution of Sims, the listing rules of the ASX, general Australian law and the deposit agreement pursuant to which the ADSs will be issued. See “Comparative Rights of Stockholders,” “Description of Sims Ordinary Shares” and “Description of Sims American Depositary Shares.”

Regulatory Approvals Required for the Merger

Antitrust Approvals

Under the HSR Act and the rules promulgated under that act by the Federal Trade Commission, the merger may not be completed until notifications have been filed with the Federal Trade Commission and the Antitrust Division of the Department of Justice, and until the specified waiting period has expired or been terminated. Sims and Metal Management each filed notification and report forms under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice on October 9, 2007, and early termination of the waiting period was granted effective as of October 30, 2007. At any time before or after completion of the merger, the federal antitrust authorities could take any action under the antitrust laws as they deem necessary, including seeking to enjoin completion of the merger or seeking divestiture of substantial assets of Sims or Metal Management. The merger is also subject to review under state antitrust laws and could be the subject of challenges by private parties under the antitrust laws.

Sims and Metal Management also filed notifications with the competition authorities in China, Germany, Greece and Turkey. The merger has received antitrust clearance from the competition authorities in each of these jurisdictions.

Other Regulatory Authorities

Sims and Metal Management filed a voluntary notice of the merger with CFIUS under the Exon-Florio Provisions on November 30, 2007. On December 13, 2007, CFIUS notified the parties that it has cleared the merger.

Obtaining Regulatory Approvals

Although Sims and Metal Management do not expect that any of the foregoing regulatory authorities will raise any significant concerns in connection with their review of the merger, there can be no assurance that Sims and Metal Management will obtain all required regulatory approvals, or that those approvals will not include terms, conditions or restrictions that may have an adverse effect on Sims or Metal Management.

Other than the filings described above, neither Sims nor Metal Management is aware of any regulatory approvals required to be obtained, or waiting periods that must expire, to complete the merger. If they discover that other approvals or waiting periods are necessary, they will seek to comply with them. If any additional approval or action is needed, however, Sims or Metal Management may not be able to obtain it, as is the case with respect to other necessary approvals. Even if Sims and Metal Management do obtain all necessary approvals, conditions may be placed on any such approval that could cause either Sims or Metal Management to abandon the merger.

Sale of Barges and Tugs

Metal Management subsidiaries currently own and operate various barges and tugs, including pursuant to a joint venture, known as Port Albany Ventures LLC, between Metal Management and Donjon Marine

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Company, Inc. These barges and tugs are used in the coastwise trade primarily on New York/New Jersey waterways, the Hudson River, the Sanitary Ship Canal, Des Plaines River and the Chicago River. United States federal law generally prohibits operation of coastwise trade barges and tugs on these waterways by a non-UScitizen-controlled person. After the merger, Metal Management and Port Albany Ventures LLC will no longer be deemed to be US-citizen-controlled persons and will be ineligible to own and operate coastwise trade vessels. Metal Management and Port Albany Ventures LLC intend to transfer these barges and tugs to one or more third party US-citizen-controlled vessel owners for time charter back to Sims Metal Management and Port Albany Ventures LLC. Negotiations to finalize these arrangements are ongoing.

Joint Venture Purchase Right

In September 2007, Sims completed the merger of its Southern California metal recycling assets with those of Adams Steel LLC, which is referred to as Adams Steel. The newly created joint venture company, SA Recycling LLC, operates within a territory encompassing Southern California, Arizona, Southern Nevada and Northern Mexico and combines Sims’s deep water facility at the Port of Los Angeles with Adams Steel’s two inland shredding operations and extensive network of inland feeder yards. Pursuant to the terms of the SA Recycling operating agreement at the time the transactions contemplated by the merger agreement were publicly disclosed, Sims was required to promptly provide notice to Adams Steel. Adams Steel then was entitled for a period of 30 days to elect to cause SA Recycling to acquire that portion of the business to be conducted by Sims Metal Management within the territory of the joint venture following completion of the merger. This overlapping territory is currently located in Arizona. Since the announcement of the transactions contemplated by the merger agreement, Sims and Adams Steel have agreed to defer this notice requirement until shortly after the consummation of the transactions under the merger agreement.

Federal Securities Law Consequences; Resale Restrictions

All Sims ADSs that will be distributed to Metal Management stockholders in the merger will be freely transferable, except for restrictions applicable to “affiliates” of Metal Management and except that resale restrictions may be imposed by securities laws in non-U.S. jurisdictions insofar as subsequent trades are made within these jurisdictions. Persons who are deemed to be affiliates of Metal Management may resell Sims ADSs received by them only in transactions permitted by the resale provisions of Rule 145 of the rules and regulations promulgated under the Securities Act or under an effective registration statement or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Metal Management generally include executive officers, directors and holders of more than 10% of the outstanding shares of Metal Management. The merger agreement requires Metal Management to use reasonable best efforts to deliver to Sims a letter, in form and substance reasonably satisfactory to Sims, from each of Metal Management’s directors and executive officers who are, in Metal Management’s reasonable judgment, affiliates of Metal Management, containing an agreement by the director or executive officer to comply with the provisions of Rule 145 with respect to the Sims ADSs received in connection with the merger. Sims, however, has agreed to file a registration statement before the completion of the merger that will allow resale of Sims ADSs held by or issuable to Metal Management executives and directors.

This proxy statement/prospectus does not cover any resales of the Sims ADSs to be received by Metal Management stockholders in the merger, and no person is authorized to make any use of this proxy statement/ prospectus in connection with any resale.

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THE MERGER AGREEMENT

The following summary describes selected material provisions of the merger agreement, which is included as Appendix A and is incorporated by reference into this proxy statement/prospectus. This summary may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the merger agreement in its entirety.

The terms of the merger agreement are intended to govern the contractual rights and relationships, and to allocate risks, between Sims and Metal Management with respect to the merger. The representations and warranties made by Sims and Metal Management to one another were negotiated between the parties for the principal purpose of setting forth their respective rights and obligations regarding closing of the merger if events or circumstances change. While not expected, these changes could nevertheless occur. Moreover, the representations and warranties are themselves specifically qualified in a number of important respects set forth below and you are encouraged to consider those qualifications as you read the representations and warranties in the merger agreement:

• First, some of the representations and warranties that deal with the business and operations of Sims and Metal Management are qualified to the extent that any inaccuracy would not reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the party making the representation and warranty. The materiality standard described in the merger agreement may differ from what may be viewed as material under federal securities laws.

• Second, none of the representations or warranties will survive the closing of the merger and therefore cannot be the basis for any claims among the parties to the merger agreement after the closing, nor will the parties to the merger agreement be able to assert the inaccuracy of the representations and warranties as a basis for refusing to close except as described below under “— Conditions to Completion of the Merger.”

• Third, the assertions embodied in certain representations and warranties are qualified by information contained in confidential disclosure letters that the parties to the merger agreement exchanged in connection with signing the merger agreement. Investors are not third-party beneficiaries under the merger agreement and should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the merger agreement and are modified in important part by the underlying disclosure letters. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Metal Management’s public disclosures.

The Merger

At the effective time of the merger, MMI Acquisition Corporation, which is a newly formed, wholly owned subsidiary of Sims incorporated in Delaware, will merge with and into Metal Management. Metal Management will be the surviving corporation in the merger, and the separate existence of MMI Acquisition Corporation will cease.

Effective Time and Completion of the Transaction

The effective time of the merger will be the time of filing the certificate of merger with the Secretary of State of the State of Delaware or a later time that is specified by the parties in the certificate of merger. The transaction will be completed as promptly as practicable but in no event later than the second business day after the satisfaction or waiver of each of the conditions to the completion of the transaction (other than those conditions that by their nature are to be satisfied at the completion of the transaction).

The transaction is currently expected to be completed in the first calendar quarter of 2008. However, completion of the transaction could be delayed if there is a delay in obtaining the required regulatory approvals or in satisfying any other conditions to the transaction. There can be no assurances as to whether, or when, Sims and Metal Management will obtain the required approvals or complete the transaction. If the

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transaction is not completed by March 31, 2008, either Sims or Metal Management may terminate the merger agreement, unless the failure to complete the transaction by such date results primarily from the failure of the party seeking to terminate to perform its obligations under the merger agreement.

Merger Consideration

Conversion to Sims ADSs

At the effective time of the merger, each share of Metal Management common stock outstanding immediately prior to the effective time (other than any shares of Metal Management common stock owned by Metal Management as treasury stock, by any subsidiary of Metal Management or by Sims or any of its subsidiaries immediately prior to the effective time of the merger) will be converted into the right to receive 2.05 Sims ADSs, each representing one ordinary share of Sims, which is referred to as the exchange ratio, together with the right, if any, to receive cash in U.S. dollars in lieu of any fractional ADSs (see “— Fractional ADSs”).

Certain Overseas Shareholders

If Sims reasonably determines that the issue of Sims ADSs in the jurisdiction of a relevant proposed recipient of Sims ADSs (other than recipients resident in the United States or any jurisdiction to which Sims ADSs may be issued pursuant to exemptions from the registration and prospectus delivery requirements that apply to public offerings of securities to persons in such jurisdictions) is either prohibited or unduly onerous or impracticable, Sims will have a sales agent designated by it sell Sims ADSs attributable to such persons and pay the proceeds of the sale to such persons as soon as reasonably practicable after the effective time of the merger.

Cancellation of Metal Management Common Stock

Each share of Metal Management common stock held in treasury by Metal Management, held by any subsidiary of Metal Management or held by Sims or any subsidiary of Sims immediately prior to the effective time of the merger will be canceled, and no payment will be made with respect to such shares.

Fractional ADSs

Fractional Sims ADSs will not be issued in the merger. Instead, each holder of shares of Metal Management common stock who would otherwise be entitled to receive a fractional Sims ADS in the merger will be entitled to receive a cash payment in U.S. dollars in an amount equal to the fractional part of a Sims ADS multiplied by the U.S. dollar equivalent of the closing price of one Sims ordinary share on the ASX on the last trading day preceding the closing date.

Exchange Procedures

At the effective time of the merger, Sims will deposit with the principal Melbourne, Australia office of National Australia Bank (as custodian of The Bank of New York, the depositary for the Sims ADSs) the number of Sims ordinary shares equal to the aggregate number of Sims ADSs to be issued to holders of Metal Management common stock as consideration for the merger, and will deposit receipts representing such Sims ADSs with The Bank of New York, the exchange agent for the merger, each for the benefit of holders of shares of Metal Management common stock to be converted into the right to receive Sims ADSs in the merger. Promptly after the effective time of the merger, Sims will cause The Bank of New York to mail to each record holder of Metal Management common stock a letter of transmittal for use in the exchange of such holder’s certificates representing shares of Metal Management common stock for Sims ADSs. Those holders of Metal Management common stock who properly surrender their certificates representing shares of Metal Management common stock in accordance with the exchange agent’s instructions will receive the merger consideration to which the holder is entitled under the terms of the merger agreement. The surrendered certificates representing Metal Management common stock will be canceled. After the effective time of the merger, each certificate representing shares of Metal Management common stock that has not been surrendered will represent only the right to receive the merger consideration.

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Adjustments to Prevent Dilution

The merger consideration will be adjusted to provide holders of Metal Management common stock the same economic effect contemplated by the merger agreement if at any time between September 24, 2007 and the effective time, there is any change in the outstanding shares of capital stock of Metal Management or Sims by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment, or stock dividend with a record date during such period.

Termination of Exchange Fund; Unclaimed Merger Consideration

Any portion of the merger consideration, or dividends payable pursuant to the merger agreement, made available to the exchange agent that remains unclaimed by holders of Metal Management common stock for two years after the closing date will be returned to Sims. Thereafter, a holder of Metal Management common stock must look only to Sims for payment of the merger consideration to which the holder is entitled under the terms of the merger agreement. Sims will not be liable to any holder of shares of Metal Management common stock for any amount paid to a public authority under any applicable abandoned property, escheat or similar laws.

Distributions with Respect to Unexchanged Shares

After the effective time of the merger, holders of shares of Metal Management common stock will be entitled to dividends and other distributions payable with a record date after the effective time of the merger with respect to the number of Sims ADSs (or the underlying Sims ordinary shares) to which they are entitled upon exchange of their shares of Metal Management common stock, without interest, but they will not be paid any dividends or other distributions on such Sims ADSs (or the underlying Sims ordinary shares) until they surrender their Metal Management common stock to the exchange agent in accordance with the exchange agent’s instructions.

Transfers of Ownership and Lost Stock Certificates

Following the effective time of the merger, Metal Management will not register any transfers of shares of Metal Management common stock on its stock transfer books. If a certificate representing Metal Management common stock is lost, stolen or destroyed, the holder of such certificate will be required to deliver an affidavit (and may be required to deliver a bond) prior to receiving the merger consideration payable in respect of the shares of Metal Management common stock represented by such certificate.

Stock Options

At the effective time of the merger, each outstanding option to purchase shares of Metal Management common stock granted under Metal Management’s or its subsidiaries’ stock-based compensation or benefit plans, whether vested or unvested, will be converted into an option to acquire Sims ADSs, on the same terms and conditions as were applicable to such option prior to the effective time of the merger, provided that the number of Sims ADSs and the exercise price of the option will be adjusted to reflect the exchange ratio.

Warrants

Metal Management will use reasonable best efforts to cause, as of or prior to the effective time, the cancellation of all warrants to purchase shares of Metal Management common stock in exchange for the issuance of shares of Metal Management common stock equal to the excess of the fair market value of the total number of shares of Metal Management common stock for which the warrant is the exercisable, determined based on the closing price of a share of Metal Management common stock on the NYSE as of the trading day immediately preceding the closing date over the aggregate exercise price of the warrant by the closing price of a share of Metal Management common stock on the NYSE as of the trading day immediately preceding the closing date. Thereafter, the Metal Management common stock issued in exchange for the warrants will be converted into merger consideration. If Metal Management is unable to obtain the consent of

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any warrant holder, then the Metal Management warrants will be exchanged into warrants to purchase Sims ADSs in a manner exempt from taxation under Section 409A of the Code.

Corporate Governance Matters

New Corporate Name

Under the merger agreement, Sims has agreed to seek shareholder approval at its next annual general meeting of shareholders after the effective time of the merger to change its corporate name to “Sims Metal Management Limited.”

Executive Offices

After the merger, the group accounting consolidation and external financial reporting processes of Sims Metal Management will be progressively relocated to the United States until approximately September 2008. The corporate headquarters of Sims Metal Management will be located in New York, New York and the operational headquarters of Sims Metal Management will be located in Chicago, Illinois. The Sims Metal Management board of directors may change the corporate headquarters or operational headquarters of Sims Metal Management after the effective time of the merger.

Board of Directors of Sims Metal Management Following the Merger

Upon the effective time of the merger, the board of directors of Sims Metal Management will have 12 directors, as follows:

• four non-executive directors of Metal Management to be designated by Metal Management;

• three non-executive directors of Sims to be designated by Sims;

• two Sims directors to be designated by Mitsui, one of whom will be independent of Mitsui for the purpose of the ASX corporate governance guidelines; and

• Jeremy L. Sutcliffe, Daniel W. Dienst and Ross B. Cunningham.

Metal Management has designated Norman R. Bobins, John T. DiLacqua, Robert Lewon and Gerald E. Morris, and Sims has designated Paul K. Mazoudier, J. Michael Feeney and Paul J. Varello, to serve as nonexecutive directors of Sims Metal Management following the merger. Mitsui has designated Masakatsu Iwanaga to serve as its representative director and Christopher J. Renwick to serve as a non-executive director of Sims Metal Management following the merger.

The members of the Sims Metal Management board of directors will serve three-year terms and will thereafter be eligible for reelection to three-year terms according to the listing rules of the ASX. Unless it would result in a breach of their fiduciary duties, the members of the Sims board of directors will recommend the election of three of the four designees of Metal Management at the first annual general meeting of Sims after the effective time of the merger. In addition, if any of the Metal Management designees vacates his seat prior to the first annual general meeting of Sims after the effective time of the merger, the remaining designees of Metal Management will have the exclusive authority to nominate individuals to fill such vacant seats, as long as the nominees are reasonably acceptable to the Nomination Committee of the Sims Metal Management board of directors.

Sims is entitled to designate Mr. Mazoudier or, if he is unavailable, one of the other directors designated by Sims to serve as the non-executive chairman of the Sims Metal Management board of directors as of the effective date of the merger. The initial term of the chairman will expire as of the date of the first meeting of the Sims Metal Management board of directors following Sims Metal Management’s annual general meeting of shareholders in or around November 2009. In addition, if Mr. Cunningham’s employment with Sims Metal Management ceases, Mr. Cunningham will cease to be a director and the number of directors comprising the Sims Metal Management board of directors will be reduced accordingly.

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If, in connection with the arrangements between Sims and Mitsui, Mitsui ceases to be entitled to designate one or both of the Sims Metal Management directors it is entitled to designate, the director seat or seats formerly occupied by the Mitsui representative or representatives will be eliminated and the number of directors comprising the Sims Metal Management board of directors will be reduced accordingly.

Executive Positions

As of the effective time of the merger, Mr. Dienst will be appointed as chief executive officer of the combined company, and Mr. Larry will be appointed as chief financial officer of the combined company. If Mr. Dienst or Mr. Larry is unable or unwilling to hold his respective office, his successor will be selected by the Sims Metal Management board of directors.

Representations and Warranties

The merger agreement contains various mutual representations and warranties by Sims and Metal Management that relate to:

• corporate organization;

• corporate authority, approval and opinion of financial advisor;

• approvals, governmental filings and absence of violations;

• capital structure;

• subsidiaries;

• SEC (in the case of Metal Management) and ASX and the Australian Securities and Investments Commission (in the case of Sims) filings and financial statements;

• compliance and governance matters;

• absence of undisclosed liabilities;

• absence of material adverse changes;

• litigation and legal compliance;

• contract matters;

• tax matters;

• employee benefit plans;

• environmental matters;

• title to properties;

• intellectual property matters;

• employees and labor matters;

• takeover statutes; and

• advisors and finders.

Certain representations and warranties of Sims and Metal Management are qualified as to materiality or as to “material adverse effect.” When used with respect to Sims or Metal Management, material adverse effect means any events, facts, changes or circumstances which would have a material adverse effect on the business, financial condition, operations or results of operations of Sims or Metal Management, as the case may be, and its respective subsidiaries taken as a whole, but excluding any effect to the extent resulting from or arising in connection with:

• any general change in economic, regulatory or political conditions;

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• any change, effect, event, occurrence, state of facts or development generally affecting the financial or securities markets;

• any change, effect, event, occurrence, state of facts or development generally affecting the recycling industries;

• any change in the foreign currency exchange rates applicable to the Australian or U.S. dollar;

• any adverse change attributable to the execution of the merger agreement or the transactions contemplated by the merger agreement;

• any failure by Metal Management or Sims or their respective subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (other than as a result of an event otherwise constituting a material adverse effect);

• any action expressly required to be taken by Metal Management or Sims or their respective subsidiaries pursuant to the merger agreement; or

• any action or inaction by Metal Management or Sims or any other their respective subsidiaries approved or consented to in writing by the other party after the date of the merger agreement.

The representations and warranties made by each of Metal Management and Sims are subject to information disclosed in the confidential disclosure letters that each of Sims and Metal Management delivered to the other. In addition, the representations and warranties are subject to information in Metal Management’s SEC filings and Sims’s filings with the ASX or Australian Securities and Investments Commission.

Covenants and Agreements

Conduct of Sims and Metal Management

Each of Sims and Metal Management has agreed that until the effective time of the merger or termination of the merger agreement, it will conduct its operations in the ordinary course consistent with past practice. The merger agreement also provides that except as expressly contemplated by the merger agreement or otherwise disclosed in the disclosure letters each party provided to the other, each of Metal Management and Sims will not, and will not permit its subsidiaries to:

• amend its or any of its subsidiaries’ organizational documents if such amendment would have a material adverse effect;

• authorize or effect any stock split or combination or reclassification of shares of its or any of its subsidiaries’ capital stock if such action would have a material adverse effect;

• repurchase, redeem or otherwise acquire for value any shares of its capital stock, or any other securities exercisable or exchangeable for or convertible into shares of its capital stock, or declare or pay any dividend or distribution with respect to its capital stock, except for (i) in the case of Metal Management, regular quarterly cash dividends in an amount per share not exceeding the amount of the most recent quarterly dividend paid by Metal Management and (ii) in the case of Sims, regular half yearly cash dividends in an amount per share not exceeding the amount of the most recent half yearly dividend paid by Sims (provided that this restriction does not apply to the withholding of Metal Management restricted stock granted pursuant to the terms of its Amended and Restated 2002 Incentive Stock Plan);

• issue or authorize the issuance of any shares of its capital stock (other than in connection with the exercise of currently outstanding stock options and the issuance of shares pursuant to the Sims or Metal Management employee benefit plans or Sims’s dividend reinvestment plan) or any other securities exercisable or exchangeable for or convertible into shares of its capital stock;

• merge or consolidate with any entity if it would have a material adverse effect;

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• sell, lease or otherwise dispose of any of its capital assets, including any shares of the capital stock of any of its subsidiaries, if it would have a material adverse effect;

• liquidate, dissolve or effect any recapitalization or reorganization in any form if it would have a material adverse effect;

• acquire any interest in any business (whether by purchase of assets, purchase of stock, merger or otherwise) or enter into any joint venture if the business or joint venture interest acquired would have a fair market value, as determined in good faith by the board of directors of Sims or Metal Management, as applicable, in excess of $50 million in the aggregate;

• create, incur, assume or suffer to exist any indebtedness for borrowed money (including capital lease obligations), other than indebtedness existing as of the date of the merger agreement and other indebtedness incurred in the ordinary course of business, consistent with past practice;

• create, incur, assume or suffer to exist any lien affecting any of its material assets or properties other than in the ordinary course of business, consistent with past practice;

• except as required as the result of changes in United States or Australian generally accepted accounting principles, change any of the accounting principles or practices used by it or revalue in any material respect any of its assets or properties, other than write-downs of inventory or accounts receivable in the ordinary course of business, consistent with past practice;

• except as required under the terms of any collective bargaining agreement in effect as of the date of the merger agreement or in the ordinary course of business, consistent with past practice, grant any general or uniform increase in the rates of pay of its employees or grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment;

• except for any increase required under the terms of any collective bargaining agreement or consulting or employment agreement in effect on the date of the merger agreement or in ordinary course of business, consistent with past practice, increase the compensation payable or to become payable to officers, salaried employees or agents with a base salary in excess of $150,000 per year or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such officers, salaried employees or agents;

• make any material tax election or settle or

• compromise any material tax liability;

• pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge and satisfaction in the ordinary course of business of liabilities reflected or reserved for in its consolidated financial statements or otherwise incurred in the ordinary course of business, consistent with past practice;

• settle or compromise any material pending or threatened suit, action or proceeding; or

• commit to do any of the foregoing.

Other Offers

The merger agreement provides that Metal Management and its subsidiaries will not, and will use their reasonable best efforts to cause their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors or representatives, which are referred to collectively as representatives, not to, directly or indirectly:

• initiate, solicit or take any action to facilitate or encourage any inquiries with respect to, or the making of, any proposal or offer, which is referred to as an acquisition proposal;

• engage in any negotiations or discussions with, provide any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party with respect to an acquisition proposal;

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• effect any change in recommendation by Metal Management’s board of directors;

• grant any waiver or release under any standstill or similar agreement with respect to acquisitions of its shares by any party other than Sims; or

• propose publicly or agree to any of the foregoing relating to an acquisition proposal.

The merger agreement provides that Sims and its subsidiaries will not, and will use their reasonable best efforts to cause their respective representatives not to, directly or indirectly:

• initiate, solicit or take any action to facilitate or encourage any inquiries with respect to, or the making of, any proposal or offer, which is referred to as an acquisition proposal;

• engage in any negotiations or discussions with, provide any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party with respect to an acquisition proposal;

• grant any waiver or release under any standstill or similar agreement with respect to acquisitions of its shares by any party; or

• propose publicly or agree to any of the foregoing relating to an acquisition proposal.

For purposes of the merger agreement, an “acquisition proposal” is any offer or proposal for, whether or not in writing of:

• all or greater than 20% of the assets of, or more than 20% of the equity interest in, Metal Management and its subsidiaries or Sims and its subsidiaries, each taken as a whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender or exchange offer or similar transaction involving Metal Management and its subsidiaries or Sims and its subsidiaries, each taken as a whole, including any single or multi-step transaction or series or related transactions that is structured to permit the party to acquire beneficial ownership of greater than 20% of the assets of, or greater than 20% of the equity interest in, Metal Management and its subsidiaries or Sims and its subsidiaries, each taken as a whole.

The merger agreement also provides that each of Sims and its subsidiaries and Metal Management and its subsidiaries will and will cause their respective representatives to immediately cease any discussions and negotiations presently being conducted on September 24, 2007, with respect to any other acquisition proposal.

The merger agreement obligates each of Sims and Metal Management to promptly notify the other party upon receipt of any acquisition proposal, or any request for non-public information by any third party that has made or intends to make an acquisition proposal. Such notice must be given in writing no later than 24 hours after the receipt of such acquisition proposal and must identify the third party and set forth the material terms of the acquisition proposal. The merger agreement also provides that each of Sims and Metal Management keep the other party informed of the status and material terms of any such acquisition proposal or request, including any material amendments or proposed material amendments to such acquisition proposal or request.

The merger agreement also provides that the above restrictions would not prevent Sims and its board of directors, on the one hand, or Metal Management and its board of directors, on the other hand, at any time prior to, but not after, the time the merger agreement is approved by the requisite vote of such party’s stockholders, from furnishing non-public information to, or entering into discussions with, any person who has made a bona fide written acquisition proposal that was not initiated, solicited, encouraged or facilitated by Sims or Metal Management, as the case may be, or its representatives in violation of the merger agreement, provided that:

• the party receiving the acquisition proposal provides not less than 48 hours prior written notice of any such action;

• the board of directors of the party receiving the acquisition proposal determines in its good faith judgment (after consulting with its outside legal counsel and a financial advisor of recognized reputation) that such acquisition proposal is reasonably likely to result in a bona fide acquisition

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proposal for or in respect of more than 50% of the outstanding shares of capital stock of the party or more than 50% assets of the party and its subsidiaries, taken as a whole, on terms that the board of directors of such party determines in its good faith judgment (after consultation with outside legal counsel and a financial advisor of recognized reputation), taking into account all of the terms and conditions of such acquisition proposal, including any break-up fees, expense reimbursement provisions, conditions to completion and long-term strategic considerations, (i) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal, (ii) if providing for the payment of cash to the company or its shareholders, is supported by fully-committed financing subject to customary conditions, and (iii) is more favorable to the company and its shareholders, taken as a whole after consideration of financial and other terms, than the merger (such a proposal being a “superior acquisition proposal”);

• the board of directors of the party receiving the acquisition proposal determines in its good faith judgment (after consultation with outside legal counsel) that failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the board of directors under applicable law;

• the party receiving such acquisition proposal has complied with the terms of the merger agreement relating to acquisition proposals; and

• the party receiving such acquisition proposal enters into a confidentiality agreement with the third party, on terms no less favorable to the party receiving the acquisition proposal than those contained in the confidentiality agreement between Sims and Metal Management.

The merger agreement does not prevent the board of directors of Metal Management from complying with its disclosure obligations under the Exchange Act with regard to an acquisition proposal.

Recommendation of the Metal Management Board of Directors; Stockholders Meetings

The merger agreement requires Metal Management to take all action necessary to convene a meeting of its stockholders for the purpose of obtaining approval of the transactions contemplated by the merger agreement, as promptly as practicable and no later than 60 calendar days after the registration statement (of which this proxy statement/prospectus forms a part) is declared effective by the SEC. The Metal Management board of directors will recommend that Metal Management stockholders vote to adopt the merger agreement and the transactions contemplated thereby.

Notwithstanding the obligations of the Metal Management board of directors described in the preceding paragraph, the Metal Management board of directors will be permitted to withdraw or modify in a manner adverse to Sims its recommendation that its stockholders vote in favor of the approval and adoption of the merger agreement and the transactions contemplated thereby, or recommend any superior proposal, but only if prior to the Metal Management stockholder meeting to vote upon the approval and adoption of the merger agreement and the transactions contemplated thereby, and after receipt of a superior acquisition proposal, the Metal Management board of directors, in the exercise of its fiduciary duties, determines in good faith, after consultation with outside legal counsel, that to do otherwise would be reasonably likely to result in a breach of its fiduciary duties under Delaware law.

The merger agreement requires Metal Management to take all necessary action to seek to obtain the approval of its stockholders in favor of the adoption of the merger agreement and the transactions contemplated thereby (subject to the ability of its board of directors to withdraw or modify its recommendation as described above) and to comply with all applicable legal requirements with respect to its stockholders meeting. Regardless of whether its board of directors has effected a change in recommendation, Metal Management will submit the transactions contemplated by the merger agreement for approval by its stockholders.

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The merger agreement requires Sims to take all necessary action to convene a meeting of its shareholders to be held by November 24, 2007 to increase the maximum aggregate amounts payable by Sims to its nonexecutive directors.

Reasonable Best Efforts

Metal Management and Sims are each required to cooperate with the other and will use their respective reasonable best efforts to promptly:

• take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under the merger agreement and applicable law to consummate the merger and the transactions contemplated by the merger agreement, including preparing and filing all documentation to effect all necessary filings, applications and other documents;

• obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party required to consummate the merger and the transactions contemplated by the merger agreement;

• defend any lawsuits or other legal proceedings challenging the merger agreement or the completion of the transactions contemplated by the merger agreement; and

• execute and deliver any additional instruments necessary to consummate the merger and the transactions contemplated by the merger agreement.

Neither Sims nor Metal Management will be required to enter into any agreement, consent decree, mitigation agreement or other commitment requiring Sims or Metal Management or any of their respective subsidiaries to divest or hold separate assets that would reduce by 5% of more the aggregate tonnage of ferrous metal processed on an annualized basis by the parties and their subsidiaries, taken as a whole, as compared with the operations of the parties and their subsidiaries for the 12 months ended June 30, 2007, or to take any other action that would have a material adverse effect on the business, financial condition, operations or results of operations of Sims or Metal Management or their respective subsidiaries, in each case, taken as a whole, or on the ability of Metal Management or Sims to complete the merger or perform their respective obligations under the merger agreement.

Directors’ and Officers’ Liability

The merger agreement provides that, from and after the closing date, the combined company will indemnify, defend and hold harmless the present and former directors and executive officers of Metal Management and its subsidiaries for actions arising at or prior to the closing date to the extent provided in the organizational documents of Metal Management in effect prior to September 24, 2007. The merger agreement further requires the combined company to, for a minimum of six years following the effective time of the merger, use its reasonable best efforts to maintain coverage under an officers’ and directors’ liability insurance policy on terms and conditions no less advantageous to the directors and officers than the liability insurance policy that Metal Management maintained for its directors and officers prior to the merger, subject to certain limitations, including that Sims is not obligated to make annual premium payments with respect to such policies to the extent the premiums exceed 200% of the annual premiums paid by Metal Management as of September 24, 2007.

Employee Matters

From the effective time of the merger through June 30, 2008, except as determined by the chief executive officer of Sims in his reasonable discretion, Sims has agreed to preserve the bonus opportunities for those Metal Management employees who had such opportunities immediately before the effective time at levels which are no less favorable than the level of their opportunities immediately before the effective time. Sims has also agreed, from the effective time of the merger through June 30, 2009, except as may be determined by the chief executive officer of Sims in his reasonable discretion, to (i) continue to provide benefits to Metal Management employees under its employee welfare benefit plans and employee pension benefit plans in effect

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at the effective time of the merger, except to the extent that Sims or Metal Management is required to amend the plan pursuant to applicable law, or (ii) provide on a plan by plan basis benefits that are at least as favorable to Metal Management employees as the benefits provided immediately before the effective time under Metal Management’s employee welfare benefit plans and employee pension benefit plans. Sims has also agreed to grant credit for their time of employment by Metal Management to those Metal Management employees who continue after the effective time to work for Sims or Metal Management under all employee benefit plans, programs and policies, including vacation and severance pay plans, programs and policies, in which such employees are eligible to participate, except that Sims and Metal Management are not required to grant credit for the accrual of benefits under a defined benefit plan unless required by law. In addition, as of the effective time of the merger, all vesting conditions with respect to outstanding Metal Management stock options and all outstanding grants of Metal Management restricted stock will be deemed to be fully vested.

Proxy Statement and Registration Statement

Sims and Metal Management have agreed to cooperate in connection with the preparation of the Metal Management proxy statement contained in this proxy statement/prospectus, the registration statement (of which this proxy statement/prospectus forms a part) to register the Sims ordinary shares to be issued in connection with the merger, and the registration statement to register the Sims ADSs representing the Sims ordinary shares to be issued in connection with the merger. Each party has also agreed, to the extent practicable, to review in advance and consult with each other with respect to the information relating to the other party that appears in the proxy statement/prospectus and other filings made by the parties.

Access to Information

Each party has agreed to provide the other party, its counsel, financial advisors, auditors and other authorized representatives with full access at all reasonable times to its offices, properties, books and records and other information that is reasonably requested by the other party. All such information is to remain confidential in accordance with the terms of the confidentiality agreement between the parties.

Tax Treatment

Each of Sims and Metal Management have agreed that they will not take, or fail to take, any action that would prevent the merger from constituting a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

Public Announcements

Sims and Metal Management have agreed to consult with each other before issuing any press release or any public statement with respect to the merger agreement, unless otherwise required by applicable law or any rule of the NYSE or the ASX.

Notice of Certain Events

Each party has agreed to give prompt oral and written notice to the other party of any material development affecting it or any of its respective subsidiaries, including any change or event having, or which would reasonably be expected to have a material adverse effect on one of the parties or would which would cause a material breach of any of the party’s representations, warranties or covenants, or of any material development affecting the ability of the parties to complete the merger. Metal Management has agreed to deliver to Sims a letter identifying all persons who, in Metal Management’s reasonable judgment, are as of record date for the Metal Management stockholders meeting, affiliates of Metal Management for purposes of Rule 145 under the Securities Act. Metal Management will use its reasonable best efforts to cause each person identified as an affiliate to deliver to Sims prior to the effective time of the merger, a written agreement relating to sales of Sims ADSs in accordance with Rule 145.

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Stock Exchange Listing

Sims has agreed to use its reasonable best efforts to cause the Sims ADSs to be issued in connection with the merger and made available on the exercise of Metal Management stock options or upon the exercise or conversion of Metal Management warrants to be approved for listing on the NYSE.

Fees and Expenses

Unless agreed in writing by the parties, each of Metal Management and Sims will pay all costs and expenses incurred by it in connection with the merger agreement, except for the termination fees described below, and except that each of Metal Management and Sims has agreed to pay 50% of the filing fees arising in connection with antitrust filings in connection with the transactions contemplated by the merger agreement and 50% of all printing and mailing costs relating to the preparation and distribution of the registration statement and proxy statement/prospectus.

Obligations of Merger Sub

Sims has agreed to take all actions necessary to cause MMI Acquisition Corporation to perform its obligations under the merger agreement.

Conditions to Completion of the Merger

The obligations of Sims, MMI Acquisition Corporation and Metal Management to consummate the merger are subject to the satisfaction or waiver, where legally permissible, of the following conditions:

• the merger agreement will have been approved by the affirmative vote of the holders of a majority of Metal Management’s outstanding common stock;

• the registration statement of which this proxy statement/prospectus forms a part will have been declared effective by the SEC, and no stop order suspending its effectiveness will have been issued and remain in effect; and Sims will have received all state securities law authorizations necessary to issue the Sims ADSs pursuant to the merger;

• the Sims ADSs to be issued to the stockholders of Metal Management in the merger will have been approved for listing on the NYSE, subject to official notice of issuance;

• the waiting period applicable to the completion of the merger under the HSR Act and certain non-US competition laws will have expired or been earlier terminated, and if a filing with CFIUS is made, the period of time for any applicable review process under the Exon-Florio provisions will have expired, without any action being taken to prevent the completion of the merger;

• all required governmental consents, authorizations, orders and approvals will have been received and all requisite filings, notices or notifications will have been made, other than those the absence of which would not result in a material adverse effect on either Metal Management or Sims; and

• none of the parties will be subject to any judgment, decree, order or injunction of a court of competent jurisdiction which prohibits or makes the completion of the merger illegal.

The obligation of Metal Management to consummate the merger is subject to the satisfaction or waiver, prior to the effective time of the merger, of the following conditions:

• the representations and warranties of Sims in the merger agreement relating to the capital stock of Sims will be true and correct in all material respects as of the date specified in such representation and as of the effective time of the merger (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date);

• the representations and warranties of Sims set forth in the merger agreement (read without any materiality or material adverse effect qualifications, other than the representation and warranty with respect to no material adverse change, which will be read with a material adverse effect qualification),

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will be true and correct in all respects when made and at and as of the effective time of the merger as if made at and as of such time (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), except for failure to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Sims;

• each of Sims and MMI Acquisition Corporation will have in all material respects performed and complied with all of its obligations under the merger agreement required to be performed by it at or prior to the effective time of the merger;

• Metal Management will have received a certificate from Sims, signed by the chief executive officer and the chief financial officer of Sims, certifying that Sims has performed its obligations under the merger agreement in all material respects and that the representations and warranties of Sims satisfy the conditions set forth above; and

• Metal Management will have received the opinion of King & Spalding LLP, counsel to Metal Management, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and that each of Sims, MMI Acquisition Corporation and Metal Management will qualify as parties to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code.

The obligations of Sims and MMI Acquisition Corporation to consummate the merger are subject to the satisfaction or waiver, prior to the effective time of the merger, of the following conditions:

• the representations and warranties of Metal Management in the merger agreement relating to the capital stock of Metal Management will be true and correct in all material respects as of the date specified in such representation and as of the effective time of the merger (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date);

• the representations and warranties of Metal Management set forth in the merger agreement (read without any materiality or material adverse effect qualifications, other than the representation and warranty with respect to no material adverse change, which will be read with a material adverse effect qualification), will be true and correct in all respects when made and at and as of the effective time of the merger as if made at and as of such time (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), except for failure to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Metal Management;

• Metal Management will have in all material respects performed and complied with all of its obligations under the merger agreement required to be performed by it at or prior to the effective time of the merger; and

• Sims will have received a certificate from Metal Management, signed by the chief executive officer and the chief financial officer of Metal Management, certifying that Metal Management has performed its obligations under the merger agreement in all material respects and that the representations and warranties of Metal Management satisfy the conditions set forth above.

Under Delaware law, the merger cannot become effective unless the merger agreement is adopted by the stockholders of Metal Management. Accordingly, the parties to the merger agreement may not waive this condition to the completion of the merger. At any time prior to the effective time of the merger, the parties to the merger agreement may waive the satisfaction of any of the other conditions to the completion of the merger set forth in the merger agreement. Any waiver is required to be in writing and to be signed by Sims, MMI Acquisition Corporation and Metal Management. See “— Amendment and Waiver.”

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Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after the approval by the stockholders of Metal Management of the adoption of the merger agreement and the transactions contemplated thereby:

• by mutual written consent of Sims and Metal Management;

• by either Sims or Metal Management if:

• if a court of competent jurisdiction or other governmental agency has issued a final and nonappealable order, decree or ruling or taken any action restraining or prohibiting the completion of the merger;

• the merger is not completed by March 31, 2008; unless the failure to complete the merger by that date results primarily from the failure of the party seeking to terminate the merger agreement or perform its obligations;

• the approval of the Metal Management stockholders was not obtained at the Metal Management stockholders meeting duly convened to vote on the merger, or at any adjournment or postponement of such meeting; or

• the approval of Sims shareholders for the increase of the maximum aggregate amounts payable by Sims to its non-executive directors was not obtained at the Sims shareholders’ meeting duly convened to vote on such matters, or at any adjournment or postponement of such meeting;

• by Sims if:

• prior to the receipt of approval of the merger agreement by Metal Management’s stockholders, the board of directors of Metal Management has withdrawn or modified in a manner adverse to Sims its recommendation that the Metal Management stockholders vote in favor of such matters; or

• Metal Management materially breaches any of its obligations with respect to (i) holding the meeting of Metal Management stockholders to approve the merger agreement, (ii) preparing and filing with the SEC a proxy statement with respect to the meeting of Metal Management stockholders, (iii) providing Sims with information concerning Metal Management required to be included in the registration statement of which this proxy statement/prospectus forms a part, or (iv) a third party acquisition proposal with respect to Metal Management;

• Metal Management breaches any of its representations or warranties, or fails to perform any covenant or other agreement in the merger agreement (other than the provisions discussed above), such that the closing conditions to Sims’s obligation to effect the merger would not be satisfied and the breach or failure to perform would not be curable, of if curable, would not be cured within 30 days following receipt of written notice from Sims of such breach or failure to perform;

• Immediately prior to it entering into a definitive agreement with respect to a superior proposal by a third party to acquire Sims, provided that (i) Sims has not materially violated its obligations under the merger agreement with respect to the superior acquisition proposal, (ii) the Sims board of directors has determined to terminate the merger agreement and has authorized Sims to enter into an agreement with the third party with respect to the superior acquisition proposal, (iii) immediately prior to the termination of the merger agreement, Sims pays to Metal Management the termination fee discussed below, and (iv) immediately after the termination of the merger agreement, Sims enters into the agreement with the third party with respect to the superior acquisition proposal; or

• Daniel W. Dienst ceases for any reason to continue to serve as the chief executive officer of Metal Management.

• by Metal Management if:

• Sims materially breaches any of its obligations with respect to (i) filing a registration statement with the SEC as promptly as practicable to register the issuance of the Sims ADSs to the Metal Management stockholders in connection with the merger, providing Metal Management with information concerning Sims required to be included in proxy statement/prospectus to be delivered to Metal Management stockholders to seek their approval of the transactions contemplated by the

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merger agreement, filing a registration statement to register the issuance of the Sims ADSs equal to the number of Metal Management shares issuable upon exercise of all Metal Management stock options, and using its reasonable best efforts to cause the Sims ADSs issuable in the merger to be approved for listing on the NYSE, and (ii) a third party acquisition proposal with respect to Sims;

• Sims breaches any of its representations or warranties, or fails to perform any covenant or other agreement in the merger agreement (other than the provisions discussed above), such that the closing conditions to Metal Management’s obligation to effect the merger would not be satisfied and the breach or failure to perform would not be curable or, if curable, would not be cured within 30 days following receipt of written notice from Metal Management of such breach or failure to perform; or

• Immediately prior to it entering into a definitive agreement with respect to a superior proposal by a third party to acquire Metal Management, provided that (i) Metal Management has not materially violated its obligations under the merger agreement with respect to the superior acquisition proposal, (ii) the Metal Management board of directors has determined to terminate the merger agreement and has authorized Metal Management to enter into an agreement with the third party with respect to the superior acquisition proposal, (iii) immediately prior to the termination of the merger agreement, Metal Management pays to Sims the termination fee discussed below, and (iv) immediately after the termination of the merger agreement, Metal Management enters into the agreement with the third party with respect to the superior acquisition proposal.

Effect of Termination

If the merger agreement is terminated as described above, the merger agreement will be void and of no effect, with no liability on the part of any party to the merger agreement, other than the obligation to pay, if applicable, fees and expenses in accordance with the merger agreement, and any damages resulting from any willful and material breach of the merger agreement, including in the case of Metal Management any withdrawal or modification in any manner adverse to Sims of the recommendation by the Metal Management board of directors other than in accordance with the merger agreement. In addition, the parties’ obligations under the confidentiality agreement previously entered into will survive termination of the merger agreement.

Termination Fee and Expense Reimbursement

Under the merger agreement, Metal Management must pay Sims a termination fee of $25 million:

• on the second business day after the date of termination of the merger agreement, if Sims terminates the merger agreement because the board of directors of Metal Management has withdrawn or modified in a manner adverse to Sims its recommendation that the Metal Management stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby;

• on the second business day after the date of termination of the merger agreement, if (i) Sims terminates the merger agreement as a result of the failure of any of Metal Management’s representations and warranties in the merger agreement to be true and correct on and as of the date of the merger agreement, such that the closing conditions to Sims’s obligation to effect the merger would not be satisfied and the breach would not be curable, of if curable, would not be cured within 30 days following receipt of written notice from Sims of such breach and (ii) any director or executive officer of Metal Management has actual knowledge of such failure as of the date of the merger agreement;

• immediately prior to the termination of the merger agreement, if Metal Management terminates the merger agreement immediately prior to entering into a definitive agreement with respect to a superior proposal by a third party to acquire Metal Management, provided that (i) Metal Management has not materially violated its obligations under the merger agreement with respect to the superior acquisition proposal, (ii) the Metal Management board of directors has determined to terminate the merger agreement and has authorized Metal Management to enter into an agreement with the third party with respect to the superior acquisition proposal, and (iii) immediately after the termination of the merger agreement, Metal Management enters into the agreement with the third party with respect to the superior acquisition proposal; or

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• on the second business day after the definitive agreement is signed or the acquisition proposal is completed, whichever is earlier, if (i) either Sims or Metal Management terminates the merger agreement because the stockholders do not approve the merger agreement and the transactions contemplated thereby at the Metal Management stockholders meeting, (ii) between the date of the merger agreement and the date of the Metal Management stockholders meeting, a proposal by a third party to acquire greater than 50% of the assets of or equity interests in Metal Management and its subsidiaries, taken as a whole, has been publicly announced or communicated to the board of directors of Metal Management, or any person or entity has publicly announced a bona fide intention to make such an acquisition proposal, and (iii) within 12 months after the date of termination of the merger agreement, Metal Management enters into a definitive agreement with respect to such an acquisition proposal or such an acquisition proposal is completed.

Under the merger agreement, Sims must pay Metal Management a termination fee of $25 million:

• on the second business day after the date of termination of the merger agreement, if (i) Metal Management terminates the merger agreement as a result of the failure of any of Sims’s representations and warranties in the merger agreement to be true and correct on and as of the date of the merger agreement, such that the closing conditions to Metal Management’s obligation to effect the merger would not be satisfied and the breach would not be curable or, if curable, would not be cured within 30 days following receipt of written notice from Metal Management of such breach and (ii) any director or executive officer of Sims has actual knowledge of such failure as of the date of the merger agreement; or

• immediately prior to the termination of the merger agreement, if Sims terminates the merger agreement immediately prior to entering into a definitive agreement with respect to a superior proposal by a third party to acquire Sims, provided that (i) Sims has not materially violated its obligations under the merger agreement with respect to the superior acquisition proposal, (ii) the Sims board of directors has determined to terminate the merger agreement and has authorized Sims to enter into an agreement with the third party with respect to the superior acquisition proposal, and (iii) immediately after the termination of the merger agreement, Sims enters into the agreement with the third party with respect to the superior acquisition proposal.

Under the merger agreement, Metal Management and Sims must reimburse the other party, within two business days after the submission of statements, for up to $10 million of the out-of-pocket costs and expenses incurred by such party and its subsidiaries in connection with the transactions contemplated by the merger agreement if (i) the party terminates the merger agreement due to a breach by the non-terminating party of any of its representations or warranties, or failure by the non-terminating party to perform any covenant or other agreement in the merger agreement (other than the provisions discussed above), such that the closing conditions to the terminating party’s obligation to effect the merger would not be satisfied and the breach or failure to perform would not be curable or, if curable, would not be cured within 30 days following receipt of written notice from the terminating party of such breach or failure to perform and (ii) the terminating party is not entitled to receive from the other party the termination fee above.

Amendment and Waiver

The merger agreement may be amended by a writing signed by Sims, MMI Acquisition Corporation and Metal Management at any time before or after the adoption of the merger agreement by the stockholders of Metal Management, provided that after the date of adoption of the merger agreement by the stockholders of Metal Management, no amendment may be made without the approval of the stockholders of Metal Management if such approval is required by Delaware law. At any time prior to the effective time of the merger, the parties may waive compliance with any of the covenants or agreements of the other parties or any breach of any of the representations or warranties of the other parties as long as the waiver is in writing and is signed by Sims, MMI Acquisition Corporation and Metal Management.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of the material United States federal income tax consequences of the merger that may be relevant to United States Holders (as defined below) of Metal Management common stock, and the material United States federal income tax consequences applicable to the ownership and disposition of Sims ADSs held by United States Holders. This discussion is based upon the Code, the Treasury Regulations thereunder, rulings of the Internal Revenue Service, which is referred to as the IRS, judicial decisions and administrative pronouncements in effect on the date of this proxy statement/prospectus. These laws and authorities may change, possibly retroactively, and any change could affect the continuing validity of this discussion. Sims and Metal Management do not presently anticipate seeking any advance income tax ruling from the IRS regarding the tax consequences of the merger or any transactions entered into concurrently or in connection with the merger, and neither Sims nor Metal Management can provide assurances that the IRS will agree with the conclusions expressed herein.

For purposes of this discussion, the term “United States Holder” means:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created in or organized under the laws of the United States or any political subdivision thereof;

• an estate the income of which is subject to United States federal income tax without regard to its source; or

• a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of such trust.

This discussion is addressed only to Metal Management stockholders to the extent that they exchange Metal Management common stock for Sims ADSs in the merger and therefore are treated for United States federal income tax purposes as receiving the Sims ordinary shares represented by such Sims ADSs. This discussion assumes that a United States Holder has held shares of Metal Management common stock as a capital asset within the meaning of Section 1221 of the Code (generally, an asset held for investment) and will hold Sims ADSs received in the merger as capital assets.

This discussion is not intended to be a complete analysis and does not address all potential tax consequences that may be relevant to a United States Holder in light of such holder’s particular circumstances. Moreover, this discussion does not apply to a United States Holder that is subject to special treatment under the Code, including a United States Holder that is:

• a foreign person or entity;

• a tax-exempt organization, a financial institution, a mutual fund, a dealer or broker in securities or an insurance company;

• a trader who elects to mark-to-market its securities;

• a person who holds Metal Management common stock as part of an integrated investment, such as a straddle, hedge, constructive sale, conversion transaction or other risk reduction transaction;

• a person who holds Metal Management common stock in an individual retirement or other tax-deferred account;

• a person whose functional currency is not the U.S. dollar;

• an individual who received shares of Metal Management common stock, or who acquires Sims ADSs or Sims ordinary shares, pursuant to the exercise of employee stock options or otherwise as compensation or in connection with the performance of services;

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• a partnership or other flow-through entity (including an S corporation or a limited liability company treated as a partnership for United States federal income tax purposes) and persons who hold an interest in such entities; or

• a person subject to the alternative minimum tax.

If shares of Metal Management common stock are held through a partnership, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Any partner of a partnership holding shares of Metal Management common stock should consult its own tax advisor.

In addition, this discussion does not address the tax consequences to a United States Holder if such holder is or will become a “5% transferee shareholder” of Sims within the meaning of the applicable Treasury Regulations under Section 367 of the Code. In general, a 5% transferee shareholder is a person that holds Metal Management common stock and will own directly, indirectly or constructively through attribution rules, at least 5% of either the total voting power or total value of Sims shares immediately after the merger. United States Holders that believe they could become 5% transferee shareholders of Sims are strongly encouraged to consult their tax advisors about the special rules and time-sensitive tax procedures, including the requirement to file gain recognition agreements, that might apply regarding their ability to obtain nonrecognition treatment in the merger.

With the exception of Australian tax consequences, which are described under “Material Australian Tax Consequences,” this discussion does not address the tax consequences of the merger under foreign, state, local or other tax laws, or the tax consequences of transactions effectuated prior or subsequent to, or concurrently or in connection with, the merger. It is recommended that United States Holders consult their own tax advisors as to the United States federal income tax consequences of the merger, including the income tax consequences arising from such holders’ own unique facts and circumstances, and as to any estate, gift, state, local or non-United States tax consequences, including Australian tax consequences, arising out of the merger and the ownership and disposition of Sims ADSs and/or Sims ordinary shares. It is also recommended that United States Holders consult their tax advisors as to the United States federal income tax consequences of any other transactions entered into in connection with or in contemplation of the merger, which may depend on such holders’ particular situations.

United States Federal Income Tax Consequences of the Merger

The following discussion as to the United States federal income tax consequences of the merger assumes that the merger will be consummated as described in the merger agreement and this proxy statement/ prospectus. Metal Management has received an opinion from King & Spalding to the effect that the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the completion of the merger that King & Spalding confirms this opinion as of the closing date of the merger. In rendering such opinion, King & Spalding has relied upon certificates of officers of Sims and Metal Management. The tax opinion and the following discussion are not binding on the IRS or any court, however, and do not preclude the IRS or a court from reaching a contrary conclusion. Therefore, while Sims and Metal Management believe that the merger will be treated as a tax-free reorganization under Section 368(a) of the Code, no assurance can be provided that the IRS will agree with this conclusion.

A United States Holder that receives Sims ADSs pursuant to the merger will be treated as the owner of the underlying Sims ordinary shares for United States federal income tax purposes. Accordingly, if Sims ADSs are later exchanged for Sims ordinary shares, no gain or loss will be recognized upon the exchange. Subject to the qualifications and limitations set forth above, (i) no gain or loss will be recognized by a United States Holder receives Sims ADSs in exchange for its Metal Management common stock as a result of the merger (except with respect to cash received in lieu of a fractional interest in a Sims ADS, (ii) the aggregate tax basis of the Sims ADSs received in the merger will be the same as the aggregate tax basis of the Metal Management common stock surrendered in exchange therefor and (iii) the holding period of the Sims ADSs received in the merger will include the holding period of the Metal Management common stock surrendered in exchange therefor.

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Any cash received by a United States Holder in lieu of a fractional Sims ADS will likely be treated as if such fractional interest was issued to the United States Holder and then redeemed. The deemed redemption will likely be taxable as a sale of the fractional interest for cash. The amount of any capital gain or loss attributable to the deemed sale will be equal to the amount of cash received with respect to the fractional interest, less the ratable portion of the tax basis of the Metal Management common stock surrendered that is allocated to the fractional interest. If a United States Holder is an individual, any gain recognized will generally be subject to United States federal income tax at a maximum 15% rate if such holder’s holding period in the Metal Management common stock is more than one year on the date of completion of the merger. The deductibility of capital losses is subject to limitations.

If the IRS were to successfully challenge the qualification of the merger as a reorganization, a United States Holder would generally be required to recognize gain or loss with respect to the Metal Management common stock surrendered in the merger equal to the difference between such holder’s adjusted tax basis in the surrendered stock and the fair market value, as of the effective time of the merger, of the Sims ADSs (including any fractional Sims ADSs) received or to be received in the merger. Generally, in such event, the United States Holder’s tax basis in the Sims ADSs received would equal the fair market value of such ADSs as of the date of the merger, and the United States Holder’s holding period for the Sims ADSs would begin on the day after the merger. It is recommended that United States Holders consult their tax advisors regarding the allowance or deductibility of any loss they may have with respect to their Metal Management common stock.

United States Federal Income Tax Consequences of Holding Sims ADSs

Any cash distribution paid by Sims out of its earnings and profits, as determined under United States federal income tax law, will be subject to tax as ordinary dividend income and will be includible in the gross income of a United States Holder when such distribution is received by the holder if the holder holds Sims ordinary shares, or when such distribution is received by the Depositary if the holder holds Sims ADSs. Cash distributions paid by Sims in excess of its earnings and profits will be treated as (i) a tax-free return of capital to the extent of the United States Holder’s adjusted basis in its Sims ADSs (reducing such adjusted basis, but not below zero), and (ii) thereafter as gain from the sale or exchange of a capital asset. Any cash distribution that is treated as a dividend will be includible in the gross income of a United States Holder, for United States federal income tax purposes, in an amount equal to the gross amount (i.e., before Australian withholding tax) of the dividend. A dividend paid in Australian dollars generally will be includible in income in a U.S. dollar amount based on the prevailing U.S. dollar — Australian dollar exchange rate at the time of receipt of such dividend. Such dividend income generally will constitute foreign source income for United States federal income tax purposes. Subject to certain complex limitations, any Australian tax withheld from a cash dividend made to a United States Holder will be treated as a foreign income tax that may be claimed as a credit against the United States federal income tax liability of such holder. Alternatively, any Australian tax withheld may be deducted currently at the election of the United States Holder. See the discussion of Australian withholding tax in the section entitled “Material Australian Tax Consequences.” The dividend income generally will not be eligible for the dividends received deduction allowed to corporations. Under current law, for taxable years that begin after December 31, 2002 and on or before December 31, 2010, dividends paid by Sims will be taxable to a non-corporate United States Holder at the special rate normally applicable to long-term capital gains, provided that (i) Sims qualifies for the benefits of the income tax treaty between Australia and the United States or (ii) Sims ADSs are readily tradeable on an established securities market in the United States. A non-corporate United States Holder will be eligible for this special rate only if it has held the shares for at least 61 days during the 121-day period beginning 60 days before the ex-dividend date.

Upon the sale, exchange or other disposition of Sims ADSs, a United States Holder will recognize gain or loss for United States federal income tax purposes equal to the difference between the amount realized upon the disposition and the United States Holder’s tax basis in such Sims ADSs. Such gain or loss will be capital gain or loss and will be long-term if the holding period of such Sims ADSs exceeds one year, including the holding period of the Metal Management shares exchanged for the Sims ADSs. Any such capital gain generally will be treated as United States source income.

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United States Information Reporting and Backup Withholding

A United States Holder that receives Sims ADSs in the merger will be required to (i) file a statement with such holder’s United States federal income tax return providing a complete statement of all facts pertinent to the non-recognition of gain or loss upon such holder’s exchange of Metal Management common stock, including the tax basis in the Metal Management common stock that such holder surrendered and the fair market value of the Sims ADSs and any cash that such holder received in the merger and (ii) retain permanent records of these facts relating to the merger.

Additionally, a United States Holder may be subject to a backup withholding tax at the rate of 28% with respect to any cash received in the merger in lieu of fractional Sims ADSs, unless such holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (ii) provides a correct taxpayer identification number (which for an individual stockholder is the stockholder’s United States social security number), certifies that such holder is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. To prevent the backup withholding tax on payments made to a United States Holder pursuant to the merger, such holder must provide the exchange agent with a correct taxpayer identification number by completing an IRS Form W-9 or a substitute Form W-9. If a United States Holder does not provide a correct taxpayer identification number, such holder may be subject to penalties imposed by the IRS, as well as the backup withholding tax. However, any amounts withheld under these rules will be credited against a United States Holder’s United States federal income tax liability and may entitle the holder to a refund, provided the required information is timely furnished to the IRS.

IT IS RECOMMENDED THAT HOLDERS OF METAL MANAGEMENT COMMON STOCK CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND OF HOLDING SIMS ADSs AND/OR SIMS SHARES, INCLUDING TAX REPORTING REQUIREMENTS AND THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

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MATERIAL AUSTRALIAN TAX CONSEQUENCES

Merger

United States tax resident holders of Metal Management common stock should realize no taxable gain or loss and receive no taxable income for Australian tax purposes upon the receipt of Sims ADSs to be issued in connection with the merger in exchange for the common stock provided that they are not residents of Australia for Australian tax purposes and they did not acquire and are not using or holding the common stock for the purposes of any business carried on in Australia.

Holding Sims ADSs

The following discussion provides general information about the material Australian income tax consequences under Australian tax law of holding Sims ADSs as a result of the merger and does not purport to be a complete technical analysis or listing of all potential tax effects to U.S. holders of Sims ADSs. In addition, this discussion may not apply to certain classes of holders such as dealers. It is recommended that prospective recipients of Sims ADSs pursuant to the merger agreement consult their tax advisor as to the tax consequences to them under the laws of Australia of receiving Sims ADSs in the merger and of holding those Sims ADSs.

The following discussion regarding dividends does not apply if Sims ADSs are held by a United States holder as business assets through a permanent establishment in Australia. In that case, any dividends are subject to tax in Australia, although credits may be allowed under the franking rules to the extent that the dividends carry franking credits.

Under the Australian imputation system of taxation, dividends (as determined for Australian tax purposes) that are “fully franked dividends” paid to a holder of Sims ADSs who is not a tax resident of Australia are free from withholding tax and are not subject to Australian income tax in the hands of such holder of Sims ADSs.

Dividends that are not fully franked dividends, are subject to withholding tax on the unfranked portion when paid to a holder of Sims ADSs who is not a tax resident of Australia except to the extent that the dividend is declared to be “conduit foreign income” (in essence income and gains that have a foreign source from an Australian perspective).

Depending on the dividend policy of Sims, if the profits out of which Sims pays a dividend have been taxed in Australia at a rate that is less than the maximum Australian corporate tax rate, then the dividend may be partially unfranked or wholly unfranked. Sims will send to holders of Sims ADSs statements that indicate the extent to which dividends are franked, paid out of conduit foreign income and the amount of tax (if any) withheld.

If withholding tax is payable, the standard rate is 30% on the portion of the dividend that is subject to withholding tax. Under the tax treaty currently in effect between Australia and the United States, the withholding tax imposed on dividends paid to a United States tax resident who is a “qualified person” for the purposes of the treaty by a corporation resident in Australia (such as Sims) is limited to 15% of the gross dividend.

A United States holder of Sims ADSs (who is not also a tax resident of Australia and who does not hold Sims ADSs as a business asset through a permanent establishment in Australia) with no other Australian source income is not required to file an Australian income tax return.

Upon the sale, exchange or other disposition of Sims ADSs, a United States holder who is not a tax resident of Australia and has not held or disposed of such Sims ADSs in the course of activities conducted or carried on in Australia, is generally only liable to tax in Australia if (i) such U.S. holder of Sims ADSs has, either alone or in combination with associates (as defined in the Income Tax Assessment Act 1997, as amended), held 10% or more of the issued share capital of Sims throughout a 12-month period beginning 24 months from the date of disposal for Australian capital gains tax purposes and (ii) more than 50% of the total market value of Sims’s worldwide assets is represented by “taxable Australian real property.”

There should be no Australian stamp duty or other transfer tax on a sale, exchange or other disposition of Sims ADSs by a United States holder.

Neither Australia nor any political subdivision of Australia imposes any gift, estate or death tax or duty in respect of the gift, devise or bequest of Sims ADSs.

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MANAGEMENT AND OPERATIONS AFTER THE MERGER

Board of Directors of the Combined Company Following the Effective Time of the Merger

Upon the effective time of the merger, the board of directors of Sims Metal Management will have 12 directors, as follows:

• four non-executive directors of Metal Management to be designated by Metal Management;

• three non-executive directors of Sims to be designated by Sims;

• two Sims directors to be designated by Mitsui, one of whom will be independent of Mitsui for the purpose of the ASX corporate governance guidelines; and

• Jeremy L. Sutcliffe, Daniel W. Dienst and Ross B. Cunningham.

Metal Management has designated Norman R. Bobins, John T. DiLacqua, Robert Lewon and Gerald E. Morris, and Sims has designated Paul K. Mazoudier, J. Michael Feeney and Paul J. Varello, to serve as nonexecutive directors of Sims Metal Management following the merger. Mitsui has designated Masakatsu Iwanaga to serve as its representative director and Christopher J. Renwick to serve as a non-executive director of Sims Metal Management following the merger.

The members of the Sims Metal Management board of directors will serve three-year terms and will thereafter be eligible for reelection to three-year terms according to the listing rules of the ASX. Any director, other than the chief executive officer, appointed by resolution of directors since Sims’s last annual general meeting (such as those directors designated by Metal Management under the merger) must retire (and are eligible for reelection if they so choose) at Sims Metal Management’s next annual general meeting in 2008. Unless it would result in a breach of their fiduciary duties, the members of the Sims board of directors will recommend the election of three of the four designees of Metal Management at the first annual general meeting of Sims after the effective time of the merger. In addition, if any of the Metal Management designees vacates his seat prior to the first annual general meeting of Sims after the effective time of the merger, the remaining designees of Metal Management will have the exclusive authority to nominate individuals to fill such vacant seats, as long as the nominees are reasonably acceptable to the Nomination Committee of the Sims Metal Management board of directors.

Sims is entitled to designate Mr. Mazoudier or, if he is unavailable, one of the other directors designated by Sims to serve as the non-executive chairman of the Sims Metal Management board of directors as of the effective date of the merger. The initial term of the chairman will expire as of the date of the first meeting of the Sims Metal Management board of directors following Sims Metal Management’s annual general meeting of shareholders in or around November 2009. In addition, if Mr. Cunningham’s employment with Sims Metal Management ceases, Mr. Cunningham will cease to be a director and the number of directors comprising the Sims Metal Management board of directors will be reduced accordingly.

If Mitsui ceases to be entitled to designate one or both of the Sims Metal Management directors it is entitled to designate, the director seat or seats formerly occupied by the Mitsui representative or representatives will be eliminated and the number of directors comprising the Sims Metal Management board of directors will be reduced accordingly.

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Executive Positions

As of the effective time of the merger, Mr. Dienst will become group chief executive officer of Sims Metal Management, will chair the combined North American metal recycling business and will have overall responsibility for global marketing, and Mr. Larry will be appointed as chief financial officer of Sims Metal Management. If Mr. Dienst or Mr. Larry is unable or unwilling to hold his respective office, his successor will be selected by the board of directors of Sims Metal Management. Mr. Sutcliffe will continue as an executive director reporting to the new board of directors until at least October 2009 and will chair Sims Metal Management’s metal recycling operations in Australasia and Europe as well as the Sims Recycling Solutions business globally. Mr. Cunningham will also continue as an executive director of Sims Metal Management. Messrs. Sutcliffe and Cunningham will continue to be based in Sydney, Australia.

Corporate Name and Headquarters

Under the merger agreement, Sims has agreed to seek shareholder approval at its next annual general meeting of shareholders after the effective time of the merger to change its corporate name to “Sims Metal Management Limited.” After the merger, the group accounting consolidation and external reporting processes of Sims Metal Management will be progressively relocated to the United States until approximately September 2008. The corporate headquarters will be located in New York, New York, and the operational headquarters will be located in Chicago, Illinois.

Dividend Policy

After the merger, the board of directors of Sims Metal Management will have the power to determine the amount and frequency of the payment of dividends with respect to Sims ordinary shares and Sims ADSs, having regard to shareholder expectations and the capital requirements, earnings and cash flow of the business. The board of directors of Sims Metal Management will evaluate the most effective means to provide returns to shareholders, which may include supplementing dividends with other capital management options, including share buybacks. At the outset, it is contemplated that the combined company will return in the order of 45% to 55% of net profit after tax to its shareholders.

ACCOUNTING TREATMENT

The merger will be accounted for under U.S. GAAP as a business combination under the “purchase method” as defined by Statement of Financial Accounting Standards No. 141, “Business Combinations.” Sims will be the acquirer for financial accounting purposes.

Under the purchase method, the cost of the purchase will be based on the market value (with reference to the Sims share price around the date of announcement of the merger) of the new Sims ADSs issued to Metal Management stockholders, the fair value of Metal Management stock options assumed by Sims and the direct transaction costs incurred by Sims. In the Sims Metal Management consolidated financial statements, the cost of the purchase will be allocated to the Metal Management assets acquired and liabilities and contingent liabilities assumed, based on their estimated fair values at the acquisition date, with any excess of the costs over the amounts allocated being recognized as goodwill. This method may result in the carrying value of assets, including goodwill, acquired from Metal Management being substantially different from the former carrying values of those assets.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information, which is referred to as the pro forma financial information, shows the pro forma effect of the consummation of the merger of Sims and Metal Management as provided in the merger agreement as if the merger had occurred on July 1, 2006 for statement of operations purposes and on June 30, 2007 for balance sheet purposes. The pro forma financial information is derived from, and should be read in conjunction with, the historical consolidated financial statements of Sims for its fiscal year ended June 30, 2007, which are included elsewhere in this proxy statement/prospectus, and the historical consolidated financial statements of Metal Management for its fiscal year ended March 31, 2007 and fiscal quarters ended June 30, 2006 and 2007, which are incorporated by reference in this proxy statement/prospectus. The pro forma financial information should also be read in conjunction with the notes set forth under “Notes to Unaudited Pro Forma Combined Financial Information.”

The financial statements of Sims and Metal Management and the pro forma financial information have been prepared in accordance with U.S. GAAP. The pro forma financial information has been prepared using the purchase method of accounting.

Sims, MMI Acquisition Corporation and Metal Management have entered into the merger agreement, which sets out the terms for the merger. Under the terms of the merger agreement, upon completion of the merger all of the outstanding shares of Metal Management common stock will be automatically converted into the right to receive Sims ADSs. Upon completion of the merger, the shareholders of Sims will own approximately 70% and the pre-merger shareholders of Metal Management will own approximately 30% of the outstanding shares of the combined company resulting from the merger.

The pro forma financial information is presented for illustrative purposes only and, therefore, does not purport to represent what the actual results of operations or the combined company’s financial position would have been if the merger occurred on the dates assumed and it is not necessarily indicative of the combined company’s future operating results or combined financial position. In this regard, the pro forma financial information does not give effect to (i) any integration costs that may be incurred as a result of the merger, (ii) any synergies, operating efficiencies and cost savings that may result from the merger, (iii) any benefits that may be derived from the combined company’s growth projects or expansions, (iv) changes in commodities prices subsequent to the dates of such financial information or (v) restructuring charges that may be incurred to fully integrate and operate the combined company more efficiently.

The pro forma financial information reflects estimates made by Sims management and assumptions that it believes to be reasonable. The allocation of the purchase price to acquired assets and liabilities is based on valuation estimates made available to Sims by Metal Management. These allocations will be finalized based on valuation and other studies to be performed by management, which may include the services of outside valuation specialists, after the completion of the merger. Accordingly, the purchase price allocation adjustments and related impacts on the pro forma financial information are preliminary and are subject to revision, which may be material, after the completion of the merger.

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Unaudited Pro Forma Combined Statement of Operations Information

Revenue . . . . . . . . . . . . . . . . . . . . . . Operating expenses: Cost of sales excluding depreciation . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . . . . . . Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . Severance and other charges . . . . . Operating income . . . . . . . . . . . . . . . Income from joint ventures . . . . . . . . Interest expense . . . . . . . . . . . . . . . . Interest and other income, net . . . . . . Income before income taxes . . . . . . . Provision for income taxes . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . .

Sims Group Limited Fiscal Year Ended June 30, 2007 Metal Management, Inc. Period From July 1, 2006 to June 30, 2007(1)(2) Pro Forma Adjustments Fiscal Year Ended June 30, 2007(1)(2) Notes Pro Forma Combined Fiscal Year Ended June 30, 2007(1)(2) (In thousands of Australian dollars, except for per share amounts) A$ 5,386,044 A$ 3,043,620 A$ — A$ 8,429,664 (4,747,195) (2,694,603) — (7,441,798) (197,157) (122,227) (800) 6 (320,184) (73,037) (37,503) (11,022) 3,4 (121,562) — (529) — (529) 368,655 188,758 (11,822) 545,591 14,050 2,479 — 16,529 (29,963) (3,198) (33,161) 11,177 3,224 — 14,401 363,919 191,263 (11,822) 543,360 (114,045) (71,089) 4,611 9 (180,523) A$ 249,874 A$ 120,174 A$ (7,211) A$ 362,837 A$ 2.00 A$ 2.02

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Unaudited Pro Forma Combined Per Share Information

Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average number of ordinary shares used in calculating basic earnings per share(3): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of dilution: Options, including ordinary shares issued under the Sims Group Employee Share Scheme deemed to be options for accounting purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pro Forma Combined Fiscal Year Ended June 30, 2007(1)(2)

(In thousands of Australian dollars, except for share and per share amounts) A$ 362,837 179,596,802 704,319 180,301,121 A$ 2.02 A$ 2.01

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Unaudited Pro Forma Combined Balance Sheet Information

ASSETS Current assets Cash and cash equivalents(5) . . . . . . . . . Trade and other receivables, net . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . Deferred income tax assets . . . . . . . . . . Prepaid expenses and other assets . . . . . Derivative financial instruments . . . . . . . Total current assets . . . . . . . . . . . . . . . Non-current assets Investments in joint ventures . . . . . . . . . Property and equipment, net . . . . . . . . . Retirement benefit surplus . . . . . . . . . . . Deferred income tax assets . . . . . . . . . . Other Assets . . . . . . . . . . . . . . . . . . . . . Intangible assets, net . . . . . . . . . . . . . . . Goodwill. . . . . . . . . . . . . . . . . . . . . . . . Total non-current assets . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . LIABILITIES Current liabilities Trade and other accounts payables . . . . . Derivative financial instruments . . . . . . . Income tax payable . . . . . . . . . . . . . . . . Other accrued liabilities . . . . . . . . . . . . . Deferred income tax liabilities . . . . . . . . Current portion of long-term debt . . . . . Total current liabilities . . . . . . . . . . . . Non-current liabilities Long-term debt . . . . . . . . . . . . . . . . . . . Deferred income tax liabilities . . . . . . . . Other accrued liabilities . . . . . . . . . . . . . Total non-current liabilities. . . . . . . . . Total liabilities. . . . . . . . . . . . . . . . . . . SHAREHOLDERS’ EQUITY Ordinary shares . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . Treasury stock, at cost . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . Total liabilities and shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . .	Sims Group Limited June 30, 2007 A$ 36,795 350,181 359,316 14,467 — 14,798 775,557 58,575 531,918 8,819 50,641 — 93,988 459,537 1,203,478 A$1,979,035 A$ 378,180 492 35,403 16,754 7,012 — 437,841 339,538 82,397 18,892 440,827 A$ 878,668 A$ 728,378 (68,297) 440,286 — A$1,100,367 A$1,979,035	Metal Management, Inc. June 30, 2007(2)(4) Pro Forma Adjustments June 30, 2007(2) Notes (In thousands of Australian dollars) A$ 26,144 A$ — 273,865 — 288,180 30,813 1 6,590 — 13,426 — — — 608,205 30,813 24,998 — 235,412 100,129 4 — — 11,927 — 3,524 (1,788) 5 30,478 140,342 3 31,593 1,080,018 2 337,932 1,318,701 A$946,137 A$1,349,514 A$206,096 A$ 30,000 10 — — 12,495 — 30,603 — — — 853 — 250,047 30,000 110,992 — — 105,518 7 11,032 — 122,024 105,518 A$372,071 A$ 135,518 A$241,162 A$1,546,900 8,11 (11,661) 11,661 11 404,841 (404,841) 11 (60,276) 60,276 11 A$574,066 A$1,213,996 A$946,137 A$1,349,514	Pro Forma Combined June 30, 2007(2) A$ 62,939 624,046 678,309 21,057 13,426 14,798 1,414,575 83,573 867,459 8,819 62,568 1,736 264,808 1,571,148 2,860,111 A$4,274,686 A$ 614,276 492 47,898 47,357 7,012 853 717,888 450,530 187,915 29,924 668,369 A$1,386,257 A$2,516,440 (68,297) 440,286 — A$2,888,429 A$4,274,686

(1) The information is derived from the historical consolidated financial statements of Metal Management for its fiscal year ended March 31, 2007, adjusted for the following to derive comparable reporting periods with Sims:

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• quarterly information for the period April 1, 2006 to June 30, 2006 is not included in the pro forma financial information for Metal Management; and

• quarterly information for the period April 1, 2007 to June 30, 2007 has been included in the pro forma financial information for Metal Management.

• (2) The information for Metal Management and the pro forma adjustments above were originally denominated in U.S. dollars and have been converted to Australian dollars based on the average exchange rate for the period from July 1, 2006 to June 30, 2007 of A$1.275 = $1.00 for the statement of operations and the noon buying rate as of June 29, 2007 of A$1.176 = $1.00 for the balance sheet.

• (3) The merger consideration consists of Sims ADSs representing Sims ordinary shares. The weighted average number of pro forma shares has been adjusted as if the Sims ADSs to be issued in connection with the merger had been issued on July 1, 2006.

• (4) The information is derived from the historical financial statements of Metal Management for its fiscal quarter ended June 30, 2007, which are unaudited.

• (5) The pro forma combined cash and cash equivalents does not reflect the use of cash for payments in lieu of the issuance of fractional Sims ADSs to former Metal Management stockholders in accordance with the terms of the merger agreement. The amount of cash to be used for this purpose is not expected to be material.

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Basis of Presentation

The pro forma financial information has been prepared to give effect to the merger. The information with respect to Metal Management reflected in the pro forma information is derived from the historical financial statements of Metal Management or from other financial information made available to Sims by Metal Management.

The purchase price consideration for the merger is estimated below (in thousands of Australian dollars, except for share and per share amounts):

Metal Management common stock assumed to be outstanding at transaction date . . . Exchange ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total number of Sims shares to be issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sims average stock price for the period beginning 2 days before and ending 2 days after the September 24, 2007 (Sydney, Australia time) announcement of the proposed transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase consideration common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metal Management stock options assumed to be outstanding at transaction date . . . . Exchange ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total number of Sims shares to be issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average fair value of options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase consideration stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total purchase consideration for Metal Management common stock and option holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Estimated transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26,050,153 2.05
	53,402,814 A$ 33.16
	A$ 1,770,837
	623,332 2.05
	1,277,831 A$ 13.48
	A$ 17,225
	A$ 1,788,062
	A$ 30,000 A$ 1,818,062

The estimated purchase price consideration does not reflect the use of cash for payments in lieu of the issuance of fractional Sims ADSs to former Metal Management stockholders in accordance with the terms of the merger agreement. The amount of cash to be used for this purpose is not expected to be material.

Pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, ”Goodwill and Other Intangible Assets,” goodwill is not amortized. Instead, impairment tests are performed at least annually or more frequently if circumstances indicate an impairment may have occurred. If an impairment exists, the goodwill is immediately written down to its fair value through a current charge to earnings. Accordingly, the goodwill arising from the merger will be subject to an impairment test at least annually.

Goodwill reflects the anticipated benefits of the merger that are in addition to the fair value of the separately identifiable assets and liabilities acquired. These benefits could include, but are not limited to, expanded growth opportunities in the metal recycling business, cost savings from synergies of the merger, and the sharing of best practices in the operations of both companies. The individual pro forma adjustments are further described in the following footnotes. All pro forma adjustments to the statement of operations are deemed to have recurring effects.

The allocation of the purchase price to acquired assets and liabilities in the pro forma financial information is based on valuation information provided to Sims by Metal Management. Such allocations will be finalized based on valuation and other studies to be performed by management, which may include the services of outside valuation specialists, after the completion of the merger. Accordingly, the purchase price allocation adjustments and related impacts on the pro forma financial information are preliminary and are subject to revision, which may be material, after the completion of the merger.

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Notes

• (1) Represents the adjustment to reflect the estimated fair value of acquired finished goods inventory based on estimated selling prices less the sum of costs of disposal and a reasonable profit allowance for the selling effort.

• (2) Incremental goodwill has been determined as a residual of the purchase price after allocating fair values to all identifiable assets and liabilities. The purchased goodwill represents acquired synergies and an assembled workforce.

• (3) Identified intangibles acquired through the merger are:

• the Metal Management trade name, which has an estimated fair value of A$47 million to the combined group; this intangible asset has been ascribed a useful life of 15 years; and

• certain relationships with long standing industrial suppliers in the recycled metal industry, which have an estimated fair value of A$93 million to the combined group, are determined based on a business’ ability to obtain material (in contrast to most other industries where volumes are determined by customer sales). As such, it is accepted industry practice to value supplier relationships in a business combination. Metal Management has a number of key, long standing relationships with industrial suppliers, for which a value has been ascribed. As these relationships can change, they are considered finite lived and have been ascribed a useful life of 20 years.

• (4) In performing a preliminary purchase price allocation, incremental value has been ascribed to property and equipment. The majority of this incremental value relates to freehold properties, which are currently recognized by Metal Management at their historical cost. While most of the incremental value relates to land, which is not depreciated, a portion relates to buildings, plant and equipment. As such, incremental depreciation of A$3 million based on a weighted average life of 10 years has been included in the pro forma statement of operations.

• (5) Certain deferred costs of financing arrangements have been assigned a nil fair value and are therefore eliminated in the pro forma combined balance sheet information.

• (6) This adjustment has been made to conform accounting policies related to defined benefit pension plans. The identified accounting policy difference relates to timing of recognition of defined benefit fund gains and losses. Sims’s policy is immediate recognition of gains and losses in the statement of operations (as opposed to the “corridor” approach).

• (7) Deferred tax impacts have been recognized as a result of the pro forma adjustments. In this regard, Sims has assumed that the merger will qualify as a tax-free reorganization for tax purposes. This non-current deferred tax liability arises primarily due to the financial statement amounts for identifiable intangible assets and property, plant and equipment being in excess of their relevant tax values.

• (8) Share capital increases to the extent of the Sims ADSs issued to Metal Management shareholders. This has been calculated based on the volume weighted average of Sims’s ordinary shares for the five business days surrounding the announcement of the business combination (two days prior, the day of the announcement and two days after).

• (9) This represents the income tax effect of the entries for deprecation and amortization and defined benefit plans.

• (10) Amount represents estimated transaction costs to consummate the merger.

• (11) Elimination of Metal Management pre-acquisition equity balances.

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THE COMPANIES

Sims

History and Development of Sims

Sims is an Australian domiciled corporation that is incorporated in the State of Victoria, Australia, and operates under the Corporations Act.

Sims was originally established in 1917 by Albert Sims, a Sydney-based recycled metals dealer. The business was incorporated as Albert G. Sims Limited in 1928 and was renamed Simsmetal Limited in 1968. In 1970, it merged with Consolidated Metal Products Limited and the merged ASX-listed company was named Sims Consolidated Limited. In 1979, Sims Consolidated Limited was acquired by Peko-Wallsend Limited and subsequently delisted. Sims Consolidated Limited was then acquired by North Limited (previously known as North Broken Hill Holdings Limited, and then North Broken Hill Peko Limited) in 1988. In 1989, North Limited sold the business to Elders Resources NZFP Limited, a diversified resources company. In 1990, Carter Holt Harvey Limited made a successful takeover bid for Elders Resources NZFP Limited and divested that company’s non-forestry businesses, which included Sims. Sims changed its name to Simsmetal Limited in 1990 and relisted on the ASX in 1991. Simsmetal Limited changed its name to Sims Group Limited in 2003.

Sims’s corporate strategy includes leading industry consolidation through acquisitions. Over a number of years, with experience gained from numerous international acquisitions, Sims has established strict acquisition criteria. The acquisition criteria require that any acquisition target holds the number one or number two market position, delivers access to domestic and international customers, offers a sound platform for future growth and, above all else, will likely enhance shareholder value. The acquisition criteria have underpinned Sims’s strong track record of international expansion.

In October 2005, Sims merged with entities operating certain of the recycling businesses of Hugo Neu Corporation, a privately owned U.S. corporation, which entities are referred to as Hugo Neu. The merger created a new ASX listed company named Sims Group Limited, which is traded under the ASX code “SGM.” Since the Hugo Neu merger, Sims has continued to grow its metals recycling operations with the acquisitions of Cymru Metals Recycling (United Kingdom: December 2006), which is referred to as Cymru Metals, the operating assets of Menzies Metals Recycling (Australia: January 2007), which is referred to as Menzies Metals, the operating assets of McInerney Metals (Australia: August 2007), which is referred to as McInerney Metals, and ER Coley (Steel) (United Kingdom: November 2007), which is referred to as ER Coley. Sims was also a party to the creation of a joint venture with Adams Steel LLC (United States: September 2007), which is referred to as SA Recycling.

Sims Recycling Solutions, Sims’s innovative recycling solutions business which includes electronic product de-manufacturing and processing operations, which is referred to as e-recycling, was launched with the construction of an end-of-life refrigerator recycling plant in the United Kingdom in 2002. Since then, the business has expanded with the acquisitions of the Mirec Group (The Netherlands: October 2004), which is referred to as Mirec, Metall + Recycling (Germany: October 2006), which is referred to as M+R, United Recycling Industries (United States: February 2007), which is referred to as URI, and the e-recycling assets of Noranda Recycling (United States: April 2007), which is referred to as Noranda.

Globally, Sims has approximately 50 subsidiaries as well as interests in several joint ventures. The complete list of Sims’s subsidiaries, with their country of incorporation, is included as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

Sims has its registered office at Level 6, 41 McLaren Street, North Sydney, NSW 2060, Australia, telephone (6 12) 9956 9100. Its principal executive offices are also located at Level 6, 41 McLaren Street, North Sydney, NSW 2060 Australia.

Overview of Sims’s Business

Sims, in the belief of Sims’s management, is one of the world’s largest metals recycling companies on the basis of its market capitalization and the size and scope of its operations. Sims operates a geographically

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diverse metals recycling business with a network of processing facilities, many with deep-water port access, supported by an extensive network of feeder yards from which to source recyclable ferrous and non-ferrous metals. Sims has significant positions in the metals recycling markets of Australasia, the east and west coasts of the United States, and the United Kingdom. Sims also has a strategic network of trading offices in Asia. Through its Sims Recycling Solutions business, Sims has an emerging global e-recycling business, with established operations in the United Kingdom, Continental Europe and North America and a developing presence in the Asia Pacific region.

Sims is headquartered in Australia. Over 60% of its income before interest and tax, however, is currently derived from operations outside Australasia, including approximately 43% derived from North America. Sims generates over 70% of its sales from exports.

Sims’s business consists of Metal Recycling, Sims Recycling Solutions and several other smaller businesses. The Metal Recycling business collects and processes ferrous and non-ferrous metals for sale to customers in domestic and international markets. The Sims Recycling Solutions business collects and processes post-consumer products such as televisions, radios, computers and other electronic and electrical consumer goods. Sims also operates, or has interests in, other businesses, including manufacturing and renewable energy businesses.

For the 12-months ended June 30, 2007, Sims generated approximately 88% of its sales from its Metal Recycling business. Approximately 8% of Sims’s sales were generated from the Sims Recycling Solutions business and the remaining 4% of sales were generated from Sims’s other businesses.

Metal Recycling

Sims’s metals recycling operations encompass buying, processing and selling of ferrous and non-ferrous recycled metals. Sims is a geographically diverse metals recycler with a network of processing facilities, many with deep-water port access, supported by an extensive network of feeder yards from which to source recyclable ferrous and non-ferrous metals. The Metal Recycling business has operations in five countries, including the United States, Australia and the United Kingdom. For the 12-months ended June 30, 2007, the Metal Recycling business processed and sold approximately 6.4 million tons of ferrous metal (including nonferrous shred recovery product, referred to as NFSR or Zorba) and over 301,000 tons of non-ferrous metals.

Sims buys ferrous metal from metal dealers, peddlers, auto wreckers, demolition firms and others who generate obsolete metal and from manufacturers who generate industrial metal. Sims processes ferrous metal for resale through a variety of methods, including sorting, shredding, cutting, torching, baling or breaking. After processing, ferrous recycled metal is sold to end users such as electric arc furnace mills, integrated steel mills, foundries and brokers.

Sims sources non-ferrous metals from manufacturers, known as production offcuts, and from generators of electricity, telecommunication service providers, and others, who generate obsolete metal. Peddlers and metal dealers, who collect from a variety of sources, also deliver material direct to Sims’s facilities. In addition, significant quantities of non-ferrous metal is sourced as a by-product, which is referred to as NFSR, from Sims’s ferrous shredding operations. NFSR earnings are incorporated into Sims’s ferrous trading earnings.

North America

Sims’s North American metals recycling business, including Sims’s 50% interest in SA Recycling LLC, consists of 48 physical operations located across California, Arizona, Arkansas, Virginia, Connecticut, New Jersey, New York and British Columbia (Canada). Sims has shredders located in Virginia (Richmond, Chesapeake and Petersburg), New Jersey (Jersey City), California (Los Angeles and Redwood City) and Richmond (British Columbia). This geographic diversity and deep water port access provides flexibility and enables Sims to divert sales, when deemed appropriate, between export and domestic markets to maximize profitability.

Sims has a significant presence on the west coast of the United States, with operations in northern California, based around San Francisco, and southern California, based around Los Angeles. The scale of operations, including the 9,000 horsepower mega shredder at Terminal Island, Los Angeles, together with the recyclable non-ferrous metal recovery plant at the Port of Los Angeles, provides low operating costs and

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enhanced non-ferrous recoveries, and puts Sims in a strong competitive position. Sims has recently strengthened this position through the combination of its southern Californian metal recycling assets with those of Adams Steel LLC to create a new entity, SA Recycling. This merger, which was completed in September 2007, is expected to improve Sims’s domestic sourcing of material and improve Sims’s ability to compete with containerized recycled metal exports.

On the east coast of the United States, Sims has significant operations in New York, New Jersey and Virginia. Sims has the ability to conduct “two-port loading,” with ships being loaded with processed recycled metal at either New York or New Jersey and Virginia, providing operational flexibility and competitive advantage.

For the 12-months ended June 30, 2007, Sims’s North American metal recycling operations had sales of approximately 3.5 million tons of recycled ferrous metal and approximately 84,000 tons of recycled nonferrous metals.

Australasia

Sims, in the belief of Sims’s management, is one of the largest metals recyclers in the southern hemisphere, with 33 metal recycling operations in Australia, 10 metal recycling operations in New Zealand and three metal recycling operations in Papua New Guinea. Sims operates five shredders in Australia and two shredders in New Zealand. Sims recently augmented its Victorian operations through the acquisition of Menzies Metals in January 2007 and McInerney Metals in August 2007. For the 12-months ended June 30, 2007, Sims’s Australasian metals recycling operations had sales of approximately 1.5 million tons of recycled ferrous metal and approximately 160,000 tons of recycled non-ferrous metals.

Europe

An acquisition from Philip Services in 2000 established Sims, in the belief of Sims’s management, as one of the largest metals recyclers in the United Kingdom. Sims recovers and processes recycled ferrous metal through 30 physical operations and currently operates five ferrous metal shredders, strategically located to serve domestic customers and export markets. The mega shredder at Newport, with rapid loading dock crane and rail link delivering material direct to the facility, has delivered significant logistics efficiencies and enabled the closure of two smaller shredders in the region.

Satellite feeder yard operations, extending throughout England and Wales, facilitate the supply of metal through to larger processing facilities. Sims recently expanded these operations through the acquisition of Cymru Metals in December 2006 and ER Coley in November 2007. The non-ferrous operations are integrated with many ferrous metal sites throughout the United Kingdom, offering a comprehensive service to suppliers.

For the 12-months ended June 30, 2007, Sims’s United Kingdom metals recycling operations had sales of approximately 1.4 million tons of recycled ferrous metal and approximately 57,000 tons of recycled nonferrous metals.

Marketing

Sims’s export and import marketing activities are conducted through its international businesses, consisting of Sims International, based in Hong Kong, which deals with non-ferrous metals, and Sims Global Trade, based in New York, which deals with ferrous metal. These activities consist of teams of traders and exclusive agents, marketing and brokering recycled ferrous, non-ferrous metals and alternative steel making raw materials on behalf of Sims and third parties.

Sims International, through its network of offices in Australia, Hong Kong, Malaysia, Vietnam and India, and Sims Global Trade manage relationships with a large percentage of Sims’s overseas client base in over 20 countries in various regions, including Asia, Africa, Eastern Europe and South America. The international businesses are also involved in the global trading of numerous metal-related commodities and provide a service to Sims’s customer base through their market and product knowledge, financial strength and expertise in shipping and banking. In the year ended June 30, 2007, Sims International and Sims Global Trade had brokerage sales of over 2.6 million tons of ferrous metal and over 90,000 tons of non-ferrous metals.

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Sims Recycling Solutions

Through its Sims Recycling Solutions business, Sims has an emerging global e-recycling business, with established operations in the United Kingdom, Continental Europe and North America and a developing presence in the Asia Pacific region. The Sims Recycling Solutions business handles in excess of 300,000 tons of electronic material each year, much of it under contract with waste management companies, local authorities and original equipment manufacturers.

Sims Recycling Solutions was launched as a corporate business unit in 2002 with the construction, in response to the increasing social and political pressures to prevent undesirable and often hazardous materials being disposed of in an environmentally unsound manner, of an end-of-life refrigerator recycling plant in the United Kingdom. Key legislation initiatives supporting the establishment of this business include:

• European Union producer responsibility legislation, including the Ozone Depleting Substances Regulation and the Waste from Electrical and Electronic Equipment, which is referred to as WEEE, Directive, which requires producers to dispose of post-consumer products in a compliant manner, with great emphasis placed on the mandatory requirement to achieve recycling targets; and

• arrangements similar to the interim contract between the Department of Sanitation of New York and Sims, whereby a company or companies have a commercial arrangement to collect, receive and recycle post-consumer products from a particular area.

The Sims Recycling Solutions business has delivered strong growth since 2005, with earnings before interest and tax growing at a compound annual rate of 70%.

North America

Sims operates e-recycling operations through a facility in Hayward, California. This facility processes both business to business products on behalf of major information technology clients and obsolete products arising as a consequence of California’s e-recycling legislation. This legislation, in particular that relating to the banning of cathode ray tube disposal in landfills, combined with the infrastructure acquired in Los Angeles through the Hugo Neu merger, also offers the potential for e-recycling facilities in southern California, expanding upon Sims’s presence in northern California. Potential e-recycling legislation in New York and New Jersey is also expected to provide a suitable environment for Sims to operate.

The acquisitions of URI in February 2007 and Noranda in April 2007 consolidated Sims’s position in North America. URI, based in Chicago, is a fully integrated e-recycler offering a range of services including the collection, refurbishment and re-sale of working equipment, parts recovery for re-sale, mechanized testing and processing of monitors, mechanical recycling of e-waste and secondary smelting and refining of high grade electronics by-product materials. The Noranda acquisition consisted of the end of life recycling assets of Xstrata Copper Canada’s electronics recycling business in Roseville, California, Brampton, Canada and LaVergne, Tennessee.

Sims also recycles post-consumer materials through an interim recycling contract with the Department of Sanitation of New York City, which was acquired through the Hugo Neu merger in 2005. A 20-year New York City recycling contract is expected to be entered into in the near future.

Europe

Through its Sims Recycling Solutions business, Sims operates one of the United Kingdom’s largest and most sophisticated refrigerator recycling facilities using leading technology to fragment domestic and commercial fridges within an enclosed environment. The purpose of this is to safely remove ozone depleting substances for destruction. The remaining materials are separated mechanically into product streams including steel, non-ferrous metals, plastics and foam. These products are then marketed in the recycled materials market.

Under the European Union Directive, producers of WEEE are obliged to meet the costs of recovery and recycling of WEEE. Servicing the needs of the WEEE manufacturing industry and local authorities in processing WEEE in an effective, environmentally sound and legislative compliant manner is expected to be a

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growth opportunity for the Sims Recycling Solutions business. Each of the 15 original members of the European Union has formally adopted WEEE legislation.

Sims has made a number of European e-recycling acquisitions, including Mirec in October 2004 and M+R in October 2006. The acquisition of Mirec provided Sims with operations in the United Kingdom, the Netherlands, Belgium and Sweden, with alliances in Denmark, Ireland, Germany, France, Switzerland and Italy. The acquisition of M+R provided Sims with unique technical capabilities for the recycling of electronic and electrical equipment and non-ferrous metals processing as well as a broadened operational base in Europe. These acquisitions are expected to provide Sims with a platform to further enhance the European Recycling Solutions Business as legislation continues to take effect across the region.

Australia

Sims is committed to providing an effective and efficient e-recycling program and has operations in Australia to address the growing social and environmental problem that end-of-life computers and other information technology equipment represents. As part of this program, Sims has recently established Australia’s first national e-recycling network, in joint venture with a leading global environmental services company.

Other Businesses

Sims operates a number of small manufacturing businesses in Australia, including secondary aluminum, plastics and tire recycling operations which produce, for resale, specification aluminium alloy products, pellets and crumb rubber, respectively. Sims also operates a commodities trading business and has a 50% interest in Australian Refined Alloys, which is referred to as ARA, Australia’s largest secondary lead smelter, in a joint venture with Nyrstar.

Sims also operates a small steel distribution business in Australia, selling a wide range of steel products to customers through warehouse facilities, many of which are located on Sims-owned properties.

Sims has a 50% interest in LMS Generation Pty Limited, which is referred to as LMS, a specialist landfill gas and renewable energy company, which researches, installs and develops landfill gas extraction systems, renewable energy and power generation technologies.

Sources and Availability of Raw Materials

Metal Recycling

Sims purchases metals for its Metal Recycling business from two primary sources:

• obsolete metal which is sourced from metal dealers, peddlers (individuals that constitute Sims’s retail trade), auto wreckers, demolition firms, railroads and others who generate steel or non-ferrous metals; and

• industrial generated materials which are sourced mainly from manufacturers who generate off cuts or by-products made from steel, iron or non-ferrous metals, known as prompt or industrial metal.

Suppliers are generally not bound by long-term contracts and have no obligation to sell metals to Sims. Among other things, the supply of these raw materials can be dependent on prevailing market conditions, including the buy and sell prices of ferrous and non-ferrous recycled metals. In periods of low prices, suppliers may elect to hold metal to wait for higher prices or intentionally slow their metal collection activities. In addition, a global slowdown of industrial production, or slowdowns, would reduce the supply of industrial grades of metal to the metal recycling industry, potentially reducing the amount of metals available for Sims to recycle.

Sims Recycling Solutions

Sims sources raw materials for its Sims Recycling Solutions business from a number of sources, including:

• curbside collections, through contracts such as the interim New York City recycling contract;

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• manufacturers of post-consumer electronic products who must comply with specific end of life disposal requirements under legislation such as the WEEE Directive; and

• the business community for remarketable, reusable or recyclable electronic and electrical products.

The availability of these raw materials may depend on the continuation of existing disposal legislation and the ability of Sims to extend existing contracts or enter new contracts for the collection of post-consumer recyclable materials.

Government Regulation

In each of the jurisdictions in which it operates, Sims is subject to a variety of laws and regulations relating to trade, competition, taxes, employees and employee benefits, worker health and safety, land use, the environment and other matters. Certain of these laws and regulations, in particular those relating to worker health and safety and the environment, have a material impact on Sims’s ongoing business operations. Changes in these laws or regulations or their interpretations or enforcement may require Sims to make expenditures or change its business practices. For example, changes in environmental laws and regulations have in the past, and may in the future, require Sims to spend substantial amounts to comply with restrictions on air emissions, wastewater discharge, waste management and landfill sites, including remediation costs. There is a general trend toward increased government regulation, including environmental regulation, in many of the jurisdictions in which Sims operates.

Property

Sims’s principal executive offices are located in North Sydney, Australia, with regional executive offices in Long Marston, Stratford upon Avon, United Kingdom, and New York, New York. Sims leases each of its executive office facilities.

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Sims has well over 100 operating facilities located in Australasia, Europe and North America. These properties are generally industrial sites located in the outer suburbs of major cities and regional centers. These properties range in size from approximately 6,100 square feet to 3,172,500 square feet. The following table is a list of Sims’s major operating facilities. This list is not intended to be a complete list of all Sims’s operating facilities.

AUSTRALASIAN SITES

	Leased or	Principal
Location	Owned	Activities
Milperra, New South Wales,	Owned	metal recycling yard
Australia
Wetherill Park, New South Wales,	Owned	metal recycling yard
Australia
Alexandria, New South Wales,	Owned (50% interest)	ARA secondary lead smelting
Australia		operation
St. Marys, New South Wales,	Owned	metal recycling yard /
Australia		shredder / steel distribution
Broadmeadows, Victoria, Australia	Owned	metal recycling yard / steel
		distribution
Brooklyn, Victoria, Australia	Owned	metal recycling yard /
		shredder
Noble Park, Victoria, Australia	Owned	metal recycling yard / steel
		distribution
Laverton North, Victoria, Australia	Owned	secondary aluminum / melting &
		processing operation
Laverton North, Victoria, Australia	Owned (50% interest)	ARA secondary lead smelting
		operation
Moolap, Victoria, Australia	Owned	aluminum salt slag recovery plant
Somerton, Victoria, Australia	Owned	tire recycling facility
Maribyrnong, Victoria, Australia	Leased	plastics recycling facility
Braeside, Victoria, Australia	Leased	e-recycling facility
Northgate, Queensland, Australia	Owned	metal recycling yard / steel
		distribution
Rocklea, Queensland, Australia	Owned	metal recycling yard / shredder
Gladstone, Queensland, Australia	Owned	metal recycling yard
Salisbury, Queensland, Australia	Leased	steel distribution facility
Coopers Plains, Queensland,	Leased	steel distribution facility
Australia
Spearwood, Western Australia,	Owned	metal recycling yard / shredder /
Australia		e-recycling
Karratha, Western Australia,	Owned	metal recycling yard / feeder yard
Australia
Gillman South Australia	Owned	metal recycling yard / shredder

metal recycling yard / shredder / e-recycling metal recycling yard / feeder yard metal recycling yard / shredder metal recycling yard / shredder metal recycling yard metal recycling yard / shredder

• Gillman, South Australia, Australia

Owned (50% interest) Owned (50% interest) Owned (50% interest)

• Christchurch, New Zealand Wellington, New Zealand Auckland, New Zealand

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EUROPEAN SITES

Location

• Yateley, Hants, UK Dunkirk, Nottingham, UK Wimborne, Dorset, UK Longside Industrial Estate, Dumfries, UK

• Avonmouth, Bristol, UK

South Dock, Newport, UK

• Long Marston, Stratford upon Avon, UK

• Rathenaustrasse, Bergkamen, Germany

• Dillenburgstraat, Eindhoven, Netherlands

• Sint Janskamp, Echt, Netherlands Europark Nord, Sint Niklaas, Belgium

• Karosserigatan, Katrineholm, Sweden

Leased or owned

• Owned Owned Owned Owned

• Leased

Leased

• Leased

• Owned

• Owned

• Leased Leased

• Leased

Principal Activities

metal recycling yard / shredder metal recycling yard / shredder metal recycling yard / shredder e-recycling facility

metal recycling yard / dock / shredder

metal recycling yard / dock / shredder / fridges processing and e-recycling facility

UK head office, metal recycling yard / dense media plant / R & D centre e-recycling facility

e-recycling facility

e-recycling facility e-recycling facility

e-recycling facility

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NORTH AMERICAN SITES

Location

Richmond, California, USA Anaheim, California, USA

Bakersfield, California, USA Claremont Pier, Jersey City, New Jersey, USA Chesapeake, Virginia, USA Richmond, Virginia, USA

Franklin Park, Illinois, USA West Chicago, Illinois, USA Terminal Island, California, USA Hayward, California, USA Roseville, California, USA Sun Valley, California, USA Redwood City, California, USA Sacramento, California, USA San Jose, California, USA Port of Albany, New York, USA La Vergne, Tennessee, USA Petersburg, Virginia, USA

Richmond, British Columbia, Canada Brampton, Ontario, Canada

Principal Activities

Leased or owned

	Owned	regional HO / metal recycling yard
Owned	(50% interest)	regional HO / metal recycling
		yard / shredder
Owned	(50% interest)	metal recycling yard / shredder
	Owned	metal recycling yard / shredder /
		materials recovery facility
	Owned	metal recycling yard / shredder
	Owned	regional HO / metal recycling
		yard / shredder
	Owned	precious metal refining
	Leased	e-recycling facility
Leased	(50% interest)	metal recycling yard / shredder
	Leased	e-recycling facility
	Leased	e-recycling facility
Leased	(50% interest)	metal recycling yard
	Leased	metal recycling yard / shredder
	Leased	metal recycling yard
	Leased	metal recycling yard
	Leased	metal recycling yard
	Leased	e-recycling facility
	Leased	metal recycling yard /
		shredder
Leased	(50% interest)	metal recycling yard /
		shredder
	Leased	e-recycling facility

Management believes that Sims’s facilities are suitable for their present use and are generally in good operating condition. Sims carries insurance covering property and casualty and certain other risks to which its facilities and operations may be subject. Management does not believe that Sims’s earnings are materially dependent upon any single operating facility.

Environmental Matters

Sims’s business is subject to comprehensive statutory and regulatory environmental requirements in each of the jurisdictions in which it operates, including, among others, regulations governing: the acceptance, storage, treatment, handling, and disposal of waste, including ASR, and PCB materials; the discharge of materials into the atmosphere, potentially including chlorofluorocarbons; the management and treatment of wastewater and storm water discharges; the potential remediation of soil and groundwater impacts; the resolution of potential impacts to natural resources; and the protection of public and employee health and safety. Management does not believe that pending or potential matters under these statutory and regulatory environmental requirements, if adversely determined, would have a material adverse effect on Sims’s financial condition.

The nature of Sims’s business and previous operations by others at facilities currently or formerly owned or operated or otherwise used by Sims exposes Sims to risks of claims under environmental laws and regulations and for the remediation of soil or groundwater impacts. Management does not believe that pending or potential claims and remediation matters, if adversely determined, would have a material adverse effect on Sims’s financial condition.

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Legal Proceedings

In addition to the environmental matters described above, Sims is involved from time to time in litigation and claims arising out of its operations in the normal course of business. Management does not believe that such matters, if adversely determined, would have a material adverse effect on Sims’s financial condition.

Exchange Controls and Other Limitations Affecting Security Holders

The Australian Banking (Foreign Exchange) Regulations and other Australian legislation and regulations control and regulate, or permit the control and regulation of, a broad range of payments and transactions involving non-residents of Australia. Sims is not restricted from transferring funds from Australia or placing funds to the credit of non-residents of Australia subject to:

• withholding for Australian tax due in respect of dividends (to the extent they are unfranked) and interest and royalties paid to non-residents of Australia; and

• a requirement for approval from the Reserve Bank of Australia or in some cases the Minister for Foreign Affairs for certain payments or dealings in or out of Australia to or on behalf of:

• members of the previous government of Iraq, its senior officials and their immediate families;

• certain supporters of the former government of the Federal Republic of Yugoslavia;

• the Taliban or any undertaking owned or controlled directly or indirectly by the Taliban and certain other named terrorist organizations and individuals; or

• certain ministers and senior officials of the Government of Zimbabwe.

This list is subject to change from time to time.

Accordingly, at the present time, remittance of dividends on Sims ordinary shares to the depositary is not subject to exchange controls.

Other than under the Corporations Act, the Australian Foreign Acquisitions and Takeovers Act (insofar as such laws apply) or as contained in associated Australian government policy (and except as otherwise described above), there are no limitations, either under Australian law or under Sims’s constitution on the right to hold or vote Sims ordinary shares.

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Operational and Financial Review

The purpose of the following discussion is to facilitate the understanding and assessment of significant changes and trends related to Sims’s results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included within this proxy statement/prospectus.

Overview

Sims is a global metals recycling company with major operations in Australasia, North America and Europe. Its two primary businesses are Metal Recycling and Sims Recycling Solutions. Sims’s Metal Recycling business has significant positions in the metals recycling markets of Australasia, the east and west coasts of the United States, and the United Kingdom. The Sims Recycling Solutions business has established operations in the United Kingdom, Continental Europe and North America and a developing presence in the Asia Pacific region.

The Metal Recycling business primarily involves the collection, processing and marketing of ferrous and non-ferrous metals. Sims collects obsolete and industrial metals and then processes and supplies them to its customers, including electric-arc furnace mills, integrated steel mills, foundries, secondary smelters and metal brokers. Sims provides one of the most comprehensive global product offerings of both ferrous and non-ferrous metals. Sims’s ferrous products primarily include shredded, sheared and bundled recycled metal, plus other products such as turnings, cast and broken furnace iron. Sims also processes non-ferrous metals, including aluminum, copper, stainless steel and other nickel-bearing metals, brass, titanium and high-temperature alloys.

Sims’s marketing activities are conducted through the Sims international businesses, consisting of Sims International, which is based in Hong Kong and deals with non-ferrous metals, and Sims Global Trade, which is based in New York and deals with ferrous metal. These activities consist of a team of traders brokering and trading recycled ferrous and non-ferrous metals and alternative steel making raw materials as well as delivering real time market information to Sims’s global recycling operations.

Sims, through its Sims Recycling Solutions business, is an emerging global e-recycler of information technology equipment and electrical and electronic consumer goods. It conducts a range of activities including refrigerator recycling, WEEE goods recycling and recovery and asset management operations, non-ferrous dense media separation facilities as well as the recycling of curbside post-consumer metals, plastics and glass.

In addition to these two primary businesses, Sims also operates relatively small manufacturing businesses in Australia, consisting of aluminum recycling and ingot manufacture, plastics recycling, tire recycling, commodities trading and a secondary lead smelting business through a 50% joint venture interest in ARA. Sims also operates a small steel distribution business in Australia, and has a 50% equity interest in LMS, a specialist landfill gas and renewable energy company.

Recent Developments

On October 31, 2007, Sims announced unaudited summary financial results for its quarter ended September 30, 2007. These results, as presented in this section, have been prepared in accordance with U.S. GAAP and are presented in Australian dollars. Sims’s sales revenue for the quarter was A$1.3 billion, an increase of A$45.0 million, or approximately 4%, from the A$1.2 billion in sales revenues reported for the prior year period. Sims’s net income after tax for the quarter was A$51.6 million, representing a decrease of A$11.1 million, or approximately 18%, from the net income after tax of A$62.7 million for the prior year period.

Sims’s results for the quarter ended September 30, 2007 were adversely affected by historically high bulk ocean freight rates, changes in the relative strength of the Australian dollar — U.S. dollar exchange rate and intensive buy price competition in most markets in which Sims operates. Bulk ocean freight rates are presently at historically high levels and the ability of Sims to adjust the prices at which it buys recyclable metals to

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reflect these high freight rates has been impaired by the availability of lower cost container freight rates in the same markets. Sims believes this differential in freight rates is likely to decrease over time but, in the short term, Sims is responding by shipping a significant amount of material in containers. Sims is also increasing its efforts to purchase material at its source.

The strengthening of the Australian and New Zealand dollars, Pounds Sterling and Euro against the U.S. dollar compared with the prior year quarter also reduced Sims’s translated overseas revenues and earnings. During the quarter ended September 30, 2007, the average Australian dollar — U.S. exchange rate was approximately A$1.00 = $0.85, compared with an average exchange rate of approximately A$1.00 = $0.76 for the prior year quarter. Compared with the prior year quarter, changes in exchange rates had a calculated theoretical negative impact of approximately A$19 million on Sims’s reported earnings before interest and taxes, before allowing for compensating adjustments to metal buying prices.

Recent Acquisitions

On October 12, 2006, Sims completed the acquisition of M + R, one of Germany’s leading recycling specialists. M+R is a specialist recycler of electrical and electronic equipment and a processor of non ferrous metals produced as a by-product of conventional metal shredding plants.

On December 11, 2006, Sims completed the acquisition of certain of the assets of Maroochy Steel, a steel distribution business servicing the Sunshine Coast area of Queensland, Australia.

On December 19, 2006, Sims completed the acquisition of Cymru Metals, a well established metal recycling business in South Wales, UK, handling in excess of 150,000 tons of material per annum.

On January 31, 2007, Sims completed the acquisition of Menzies Metals, which operates in the Seaford area of Melbourne, Australia.

On February 23, 2007, Sims completed the acquisition of Chicago USA-based URI. URI is a fully integrated e-recycler offering a full range of e-recycling services including collection, refurbishment and resale of working equipment, part recovery for re-sale, mechanical testing and processing of monitors, mechanical recycling of e-waste and secondary smelting and refining of high grade electronics by-products materials.

On April 30, 2007, Sims completed the acquisition of Noranda. Noranda consists of the End of Life Recycling assets of Xstrata Copper Canada’s electronics recycling business in Roseville, California, LaVergne, Tennessee and Brampton, Canada.

On June 6, 2007, Hugo Neu Corporation sold 19.9% of its holding in Sims to Mitsui Raw Materials Development Pty Limited. As a result of the sale, Sims granted Mitsui substantially similar rights to those previously enjoyed by Hugo Neu Corporation. These include the right of Mitsui, subject to the Sims’s board nomination committee’s consideration, to nominate one director and another independent director to the Sims board of directors for as long as Mitsui holds at least 15% of the outstanding Sims ordinary shares.

On August 1, 2007 Sims completed the acquisition of McInerney Metals, which operates in the Geelong area of Victoria, Australia.

On September 1, 2007, Sims completed the merger of its Southern Californian Metal Recycling assets with those of Adams Steel LLC. The newly created joint venture company, SA Recycling, operates within a territory encompassing Southern California, Arizona, Southern Nevada and Northern Mexico and combines Sims’s deep water facility at the Port of Los Angeles with Adams Steel’s two inland shredding operations and extensive network of inland feeder yards.

On November 1, 2007, Sims completed the acquisition of ER Coley, a well established metal recycling business in Halesowen (near Birmingham), West Midlands in the United Kingdom, which handles in excess of 150,000 tons of material per annum.

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Results of Operations

Sims’s results of operations have been prepared in accordance with U.S. GAAP and are presented in Australian dollars.

Sims’s operating results for the 12-month period ended June 30, 2007, the 12-month period ended June 30, 2006, and the 12-month period ended June 30, 2005 were strong, which was attributable to favorable industry conditions, financial discipline and a number of acquisitions. For the 12-month period ended June 30, 2007, Sims achieved record profits as Sims generated sales revenue and net income of A$5.4 billion and A$249.9 million, respectively. For the 12-month period ended June 30, 2006, Sims generated sales revenue and net income of A$3.6 billion and A$191.1 million, respectively. For the 12-month period ended June 30, 2005, Sims generated sales revenue of A$2.4 billion and net income of A$189.1 million, respectively.

Sims’s operating results are historically cyclical in nature. They tend to reflect and be amplified by changes to general economic conditions, both domestically and internationally. This leads to significant fluctuations in demand and pricing for its products. Over the last three years, Sims has experienced strong industry conditions but also encountered periods of high volatility in recycled metal prices.

Sims’s results during the last three years have generally benefited from strong domestic and international steel markets. Changes in ferrous recycled metal prices can cause collection rates for ferrous metal to increase (when prices are higher) or decrease (when prices are lower) and these variations have had an effect on the sales volumes Sims has handled through its metal recycling yards. Together with changing prices, changing volumes is a key driver of Sims’s results.

Non-ferrous selling prices have also received strong support from domestic and international markets. Copper, aluminum, nickel and lead prices have all increased dramatically since the beginning of the 12-month period ended June 30, 2005 due to strong demand from China and other countries. Sales volumes of recovered metals have also been positively affected by improved shred recovery technology as well as collection rates. As is the case with ferrous metals, non-ferrous earnings are driven by changing prices as well as changing volumes.

Sims’s diverse international operations and access to both domestic and export markets allow it to take advantage of relative strengths in either domestic or export markets. For example, during periods of weakness in demand from domestic consumers of ferrous recycled metal, Sims is able to leverage its operational flexibility and multifaceted distribution network to take advantage of more favorable international markets and to mitigate the effects of periodic weakness in domestic demand. Sims exported approximately 4.4 million tons of ferrous recycled metal for the 12-month period ended June 30, 2007, which is a record for Sims. The expansion of the Sims Recycling Solutions business, which has historically generated income through fee-forservice arrangements, has also assisted, to some degree, in reducing the cyclicality of Sims’s earnings.

Sims’s favorable results over the last three years are in part a function of demand from industrializing countries such as China, Turkey and India which have become significant consumers of ferrous and nonferrous metals. Sims’s export sales to Europe rose to 19% of total sales for the 12-month period ended June 30, 2007 from 12% for the 12-month period ended June 30, 2006, largely due to increased sales to Turkey. While sales to China and Hong Kong fell for the 12-month period ended June 30, 2007, Sims generated higher sales to South East Asia, North East Asia and the Oceania region.

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The following sets forth selected consolidated statement of operations and sales volume data for the past three years.

Consolidated Statement of Operations Selected Items

				Years Ended June 30,	Years Ended June 30,	Years Ended June 30,
		2007	%		2006	%		2005	%
			(In thousands of Australian dollars)
Sales by geography:
Australasia. . . . . . . . . . . .	A$	1,302,907	24%	A$	1,084,605	30%	A$	1,089,682	45%
North America . . . . . . . . .		2,938,245	55%		1,735,205	48%		582,956	24%
Europe. . . . . . . . . . . . . . .		1,144,892	21%		792,503	22%		740,624	31%
Net sales . . . . . . . . . . . . .	A$	5,386,044	100%	A$	3,612,313	100%	A$	2,413,262	100%
Sales by product group:
Ferrous metals . . . . . . . . .	A$	2,519,873	47%	A$	1,922,469	53%	A$	1,380,815	57%
Non-ferrous metals. . . . . .		846,271	16%		617,268	17%		398,667	17%
Ferrous brokerage . . . . . .		972,736	18%		469,953	13%		239,339	10%
Non-ferrous brokerage . . .		375,556	7%		154,225	4%		38,763	2%
Recycling solutions . . . . .		450,177	8%		250,894	7%		166,515	7%
Other . . . . . . . . . . . . . . . .		221,431	4%		197,504	6%		189,163	7%
Net sales . . . . . . . . . . . . . . .		5,386,044	100%		3,612,313	100%		2,413,262	100%
Cost of sales excluding
depreciation . . . . . . . . . . .	(4,747,195)		88%	(3,132,539)		87%	(2,009,464)		83%
General and administrative
expense . . . . . . . . . . . . . .		(197,157)	4%		(151,554)	4%		(111,908)	5%
Depreciation and
amortization. . . . . . . . . . .		(73,037)	1%		(55,197)	2%		(32,719)	1%
Income from joint
ventures . . . . . . . . . . . . . .		14,050	—		12,411	—		10,913	—
Interest expense . . . . . . . . . .		(29,963)	—		(17,033)	—		(5,834)	—
Interest and other income,
net. . . . . . . . . . . . . . . . . .		11,177	—		2,924	—		3,815	—
Provision for income taxes . .		(114,045)	2%		(80,197)	2%		(78,983)	3%
Net income . . . . . . . . . . . . .	A$	249,874	5%	A$	191,128	5%	A$	189,082	8%
						2007		2006	2005
							(In thousands)
Sales volume by commodity:
Ferrous metal (tons) . . . . . . . . . . .		. . . . . . . . .	. . . . . .	. . .	. . . . . . . . .	. . . 6,372		5,715	3,977
Non-ferrous metal (tons) . . . . . . . .		. . . . . . . . .	. . . . . .	. . .	. . . . . . . . .	. . .	301	281	269
Brokerage — ferrous metal (tons) .		. . . . . . . . .	. . . . . .	. . .	. . . . . . . . .	. . . 2,608		1,429	628
Brokerage — non-ferrous metal (tons) . . . . . . .			. . . . . .	. . .	. . . . . . . . .	. . .	91	62	19

12-Month Period Ended June 30, 2007 Compared to 12-Month Period Ended June 30, 2006

Sales Revenue

Sales revenue increased by A$1,774.0 million, or 49.1%, to A$5.4 billion for the 12-month period ended June 30, 2007, compared to A$3.6 billion for the 12-month period ended June 30, 2006. Of the increase in

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sales revenue, A$1,046 million was attributable to a full year contribution from Hugo Neu, which Sims acquired in October 2005. The remaining increase was predominantly the result of strong ferrous prices, particularly in the fourth quarter following a rebound in global ferrous prices. A relatively small increase in sales volume comprised the remainder of the increase in sales revenue. Sims’s European operations were driven by strong demand from Turkey and tight regional supply. The prices of non-ferrous metals, including nickel, copper, lead and tin also remained at or near record highs during the course of the 12-month period ended June 30, 2007, with particularly strong Asian market demand.

Segment Reporting

Sims’s primary segment reporting is based on the following geographical divisions of its business: Australasia, North America and Europe. Sims also discloses limited financial information on the following product groups: ferrous trading, ferrous brokerage, non-ferrous trading, non-ferrous brokerage (which together constitute Sims’s Metal Recycling business) and Sims Recycling Solutions.

Australasia

Australasian sales increased by A$218.3 million, or 20.1%, to A$1.3 billion for the 12-month period ended June 30, 2007 compared to A$1.1 billion for the 12-month period ended June 30, 2006. The increase was attributable to improved metal prices.

North America

North American sales increased by A$1.2 billion, or 69.3%, to A$2.9 billion for the 12-month period ended June 30, 2007 compared to A$1.7 billion for the 12-month period ended June 30, 2006. The increase was principally due to the effect of a full year contribution from Hugo Neu (A$1,046.0 million), an increased contribution from Sims Recycling Solutions flowing from the acquisition of URI (A$30.1 million) and Noranda (A$3.5 million) during the financial year, and a relatively small contribution from higher metal prices.

Europe

European sales increased by A$352.4 million, or 44.5%, to A$1.1 billion for the 12-month period ended June 30, 2007 compared to A$792.5 million for the 12-month period ended June 30, 2006. The increase was attributable to strong growth in metals recycling (A$204.5 million) flowing particularly from significant volume growth of 10%, which included the benefit from the acquisition of Cymru Metals (A$33.6 million) in January 2007. Sims Recycling Solutions also experienced strong sales growth of A$147.9 million, which included the acquisition of M+R Recycling in October 2006 (A$102.1 million).

Ferrous Trading (Including NFSR) Sales

Ferrous trading (including NFSR) sales increased by A$597.4 million, or 31.1%, to A$2.5 billion for the 12-month period ended June 30, 2007 compared to A$1.9 billion for the 12-month period ended June 30, 2006. The increase was due to higher average selling prices, increased unit shipments and sales generated from recent acquisitions including the effect of a full year contribution from Hugo Neu (A$328.7 million). For the 12-month period ended June 30, 2007, shredded ferrous (including NFSR) and other processed ferrous volumes increased by approximately 657,000 tons, or 11.5%, to 6.4 million tons compared to 5.7 million tons for the 12-month period ended June 30, 2006.

he 12-month period ended June 30, 2006.
Average Price for #1 HMS to Asia C&F (per ton, in U. S. dollars) First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-Month Period Ended June 30, 2007 $291 $279 $316 $365	12-Month Period Ended June 30, 2006
		$238 $249 $233 $272

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Ferrous Brokerage Sales

Ferrous brokerage sales increased by A$502.8 million, or 107.0%, to A$972.7 million for the 12-month period ended June 30, 2007 compared to A$470.0 million for the 12-month period ended June 30, 2006. The increase was primarily due to strong volumes from a full year contribution of Hugo Neu’s global trade business. For the 12-month period ended June 30, 2007, ferrous brokerage volumes increased by 1.2 million tons, or 82.5%, to 2.6 million tons compared to 1.4 million tons for the 12-month period ended June 30, 2006.

Non-Ferrous Trading Sales

Non-ferrous trading sales increased by A$229.0 million, or 37.1%, to A$846.3 million for the 12-month period ended June 30, 2007 compared to A$617.3 million for the 12-month period ended June 30, 2006. The increase was principally due to higher average selling prices. For the 12-month period ended June 30, 2007, the non-ferrous trading sales volumes increased by approximately 20,000 tons, or 7.1%, to approximately 301,000 tons compared to approximately 281,000 tons for the 12-month period ended June 30, 2006.

Sims’s non-ferrous operations also benefited from higher prices for copper, aluminum and stainless steel (nickel base metal) for the 12-month period ended June 30, 2007. The increase in non-ferrous prices was evident in data published by COMEX and LME. According to COMEX data, average prices for copper were 70.4% higher for the 12-month period ended June 30, 2007 compared to the 12-month period ended June 30, 2006. According to LME data, average aluminum and nickel prices were 31.4% and 110.6% higher, respectively, for the 12-month period ended June 30, 2007 compared to the 12-month period ended June 30, 2006. Sims believes recent non-ferrous prices are significantly higher than historical average prices due primarily to increases in industrial production and demand from industrializing countries such as China.

Non-Ferrous Brokerage Sales

Non-ferrous brokerage sales increased by A$221.4 million, or 143.5%, to A$375.6 million for the 12-month period ended June 30, 2007 compared to A$154.2 million for the 12-month period ended June 30, 2006. The increase was primarily a result of increased sales prices and the inclusion of a full year contribution from Hugo Neu. Sales volumes increased by approximately 29,000 tons, or 46.7%, to approximately 91,000 tons for the 12-month period ended June 30, 2007 compared to approximately 62,000 tons for the 12-month period ended June 30, 2006.

Sims Recycling Solutions

Sales from Sims Recycling Solutions increased by A$199.3 million, or 79.4%, to A$450.2 million for the 12-month period ended June 30, 2007 compared to A$250.9 million for the 12-month period ended June 30, 2006. The increase was primarily due to a number of acquisitions made during the year, including M+R Recycling in October 2006, URI in February 2007 and Noranda in April 2007. In the 12-month period ended June 30, 2007 sales also benefited from a full year contribution from Hugo Neu via the interim New York City recycling contract.

Other Sales

Other sales from Sims’s manufacturing, steel distribution and other businesses increased by A$23.9 million, or 12.1%, to A$221.4 million for the 12-month period ended June 30, 2007 compared to A$197.5 million for the 12-month period ended June 30, 2006. The increase was largely due to higher commodity selling prices.

Cost of Sales; General and Administrative Expenses

Cost of sales, excluding depreciation, was A$4,747.2 million for the 12-month period ended June 30, 2007 compared to A$3,132.5 million for the 12-month period ended June 30, 2006. This increase reflects the impact of increased volumes and commodity prices as discussed above. General and administrative expenses

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also increased by A$45.6 million from A$151.6 million to A$197.2 million. The rise in expenses was primarily attributable to the inclusion of a full year contribution from Hugo Neu.

Sims has defined benefit superannuation plans for certain employees. While long-term discount rates and rates of return are considered in calculating net periodic benefit cost, their impact on operating performance is not considered material.

Depreciation and Amortization

Depreciation and amortization expense was A$73.0 million for the 12-month period ended June 30, 2007 compared to A$55.2 million for the 12-month period ended June 30, 2006.

The increase of A$17.8 million in depreciation expense reflects the incremental depreciation associated with capital expenditures and assets acquired in acquisitions and a full-year ownership of Hugo Neu.

Interest Expense

Interest expense was A$30.0 million for the 12-month period ended June 30, 2007 compared to A$17.0 million for the 12-month period ended June 30, 2006. As of June 30, 2007, Sims had access to A$717.4 million of credit by way of unsecured global multi-currency/multi-option loan facilities, of which A$377.9 million remained unused. The weighted average interest rate on Sims’s financial liabilities for the 12-month period ended June 30, 2007 was 6.7%, as compared to 5.8% for the 12-month period ended June 30, 2006.

Interest and Other Income

Interest and other income was A$11.2 million for the 12-month period ended June 30, 2007 compared to A$2.9 million for the 12-month period ended June 30, 2006. The increase was mainly due to an insurance recovery of A$7.6 million on fire-destroyed assets in Sweden.

Income Taxes

For the 12-month period ended June 30, 2007, Sims recognized an income tax expense of A$114.0 million, resulting in an effective tax rate of 31.3%. For the 12-month period ended June 30, 2006, Sims’s income tax expense was A$80.2 million, resulting in an effective tax rate of approximately 29.6%. The effective tax rate differs from the Australian statutory tax rate of 30% mainly due to differences in overseas tax rates and extra territorial income tax credits. The increase in the effective tax rate from the 12-month period ended June 30, 2006 to the 12-month period ended June 30, 2007 was primarily due to an increasing amount of Sims’s earnings being generated outside Australia, particularly in the United States following the acquisition of Hugo Neu.

Net Income

Consolidated net income was a record of A$249.9 million for the 12-month period ended June 30, 2007 compared to A$191.1 million for the 12-month period ended June 30, 2006. Net income increased due to higher sales and margins on ferrous and non-ferrous metals and net income generated by recent acquisitions.

12-Month Period Ended June 30, 2006 Compared to 12-Month Period Ended June 30, 2005

Sales Revenue

Sales revenue rose by A$1,199.0 million, or 49.7%, to A$3.6 billion for the 12-month period ended June 30, 2006 compared to A$2.4 billion for the 12-month period ended June 30, 2005. The increase in sales revenue during the year was principally as a result of the eight month contribution from Hugo Neu (A$1,121.0 million).

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Australasia

Australasian sales fell by A$5.0 million, or 0.5%, to A$1,084.6 million for the 12-month period ended June 30, 2006 compared to A$1,089.7 million for the 12-month period ended June 30, 2005. The fall was primarily due to lower ferrous metal prices in the first half of the fiscal year with volumes remaining strong throughout the year.

North America

North American sales increased by A$1.2 billion, or 197.7%, to A$1.7 billion for the 12-month period ended June 30, 2006 compared to A$583.0 million for the 12-month period ended June 30, 2005. The increase was principally due to an eight month contribution from Hugo Neu (A$1,121.0 million).

Europe

European sales increased by A$51.9 million, or 7.0%, to A$792.5 million for the 12-month period ended June 30, 2006 compared to A$740.6 million for the 12-month period ended June 30, 2005. The increase was partly attributable to a significant increase in sales from Sims Recycling Solutions (A$37.6 million), which included an additional A$27.6 million contribution from Mirec.

Ferrous Trading (Including NFSR) Sales

Ferrous sales (including NFSR) increased by A$541.7 million, or 39.2%, to A$1.9 billion for the 12-month period ended June 30, 2006 compared to A$1.4 billion for the 12-month period ended June 30, 2005. The increase was predominantly due to the eight month contribution of Hugo Neu, which was acquired during the year. Shredded ferrous (including NFSR) and other processed ferrous sales volumes increased by 1.7 million tons, or 43.7%, to 5.7 million tons compared to 4.0 million tons for the 12-month period ended June 30, 2005. Excluding the contribution of Hugo Neu, ferrous sales volumes experienced a modest decline. Sales volumes of NFSR rose strongly, recording a 54% increase to approximately 83,000 tons, primarily due to an eight month contribution from Hugo Neu.

Average Price for #1 HMS to Asia C&F (per ton, in U. S. dollars) First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-Month Period Ended June 30, 2006 $238 $249 $233 $272	12-Month Period Ended June 30, 2005
		$305 $294 $286 $297

Ferrous Brokerage Sales

Ferrous brokerage sales increased by A$230.6 million, or 96.4%, to A$470.0 million for the 12-month period ended June 30, 2006 compared to A$239.3 million for the 12-month period ended June 30, 2005. The increase was primarily a result of increased sales volumes due to an eight month contribution from Hugo Neu.

Non-Ferrous Trading Sales

Non-ferrous trading sales increased by A$218.6 million, or 54.8%, to A$617.3 million for the 12-month period ended June 30, 2006 compared to A$398.7 million for the 12-month period ended June 30, 2005. The increase was primarily due to higher average selling prices. For the 12-month period ended June 30, 2006, non-ferrous trading sales volumes increased by approximately 12,000 tons, or 4.5%, to approximately 281,000 tons compared to approximately 269,000 tons for the 12-month period ended June 30, 2005.

The increase in non-ferrous prices was evident in data published by COMEX and LME. According to COMEX data, average prices for copper were 39% higher for the 12-month period ended June 30, 2006 compared to the 12-month period ended June 30, 2005. According to LME data, average prices for aluminum and nickel were higher by 14% and 5%, respectively, for the 12-month period ended June 30, 2006 compared to the 12-month period ended June 30, 2005.

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Non-Ferrous Brokerage Sales

Non-ferrous brokerage sales increased by A$115.5 million, or 297.9%, to A$154.2 million for the 12-month period ended June 30, 2006 compared to A$38.8 million for the 12-month period ended June 30, 2005. The increase was primarily a result of increased sales volumes due to an eight month contribution from Hugo Neu, coupled with high non-ferrous metals prices.

Sims Recycling Solutions

Sales from Sims Recycling Solutions increased by A$84.4 million, or 50.7%, to A$250.9 million for the 12-month period ended June 30, 2006 compared to A$166.5 million for the 12-month period ended June 30, 2005. The increase was primarily due to the acquisition of Hugo Neu, which included the interim New York City recycling contract. The Sims Recycling Solutions result also benefited from a full year’s contribution from Mirec.

Other Sales

Sales from Sims’s manufacturing, steel distribution and other businesses increased by A$8.3 million, or 4.4%, to A$197.5 million for the 12-month period ended June 30, 2006 compared to A$189.2 million for the 12-month period ended June 30, 2005.

Cost of Sales; General and Administrative Expenses

Cost of sales excluding depreciation was A$3,132.5 million for the 12-month period ended June 30, 2006 compared to A$2,009.5 million for the 12-month period ended June 30, 2005. This increase reflects the impact of increased volumes as discussed above. General and administrative expenses also increased to A$151.6 million from A$111.9 million. The rise in expenses was primarily attributable to an eight month contribution of Hugo Neu.

Sims has defined benefit superannuation plans for certain employees. While long-term discount rates and rates of return are considered in calculating net periodic benefit cost, their impact on operating performance is not considered material.

Depreciation and Amortization

Depreciation and amortization expense was A$55.2 million for the 12-month period ended June 30, 2006 compared to depreciation and amortization expense of A$32.7 million for the 12-month period ended June 30, 2005.

The increase of A$22.5 million in depreciation expense reflects the incremental depreciation associated with capital expenditures and an eight month contribution of Hugo Neu.

Interest Expense

Interest expense was A$17.0 million for the 12-month period ended June 30, 2006 compared to A$5.8 million for the 12-month period ended June 30, 2005. The increase was primarily attributable to interest expense on bank debt incurred in relation to the acquisition of Hugo Neu. As of June 30, 2006, Sims had access to A$628.3 million of credit by way of unsecured global multi-currency/multi-option loan facilities, of which A$326.8 million remained unused. The weighted average interest rate on Sims’s financial liabilities for the 12-month period ended June 30, 2006 was 5.8%.

Interest and Other Income

Interest and other income was A$2.9 million for the 12-month period ended June 30, 2006 compared to A$3.8 million for the 12-month period ended June 30, 2005.

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Income Taxes

For the 12-month period ended June 30, 2006, Sims recognized an income tax expense of A$80.2 million, resulting in an effective tax rate of 29.6%. For the 12-month period ended June 30, 2005, Sims’s income tax expense was A$79.0 million, resulting in an effective tax rate of approximately 29.5%. The effective tax rate differs from the Australian statutory tax rate of 30% mainly due to differences in overseas tax rates and extra territorial income tax credits. The increase in the effective tax rate from the 12-month period ended June 30, 2005 to the 12-month period ended June 30, 2006 was primarily due to an increasing amount of Sims’s earnings being generated outside Australia, particularly in the United States following the acquisition of Hugo Neu.

Net Income

Consolidated net income increased slightly to A$191.1 million for the 12-month period ended June 30, 2006 compared to A$189.1 million for the 12-month period ended June 30, 2005. The relatively small increase was partially due to reduced ferrous volumes, particularly in the United Kingdom, which experienced very difficult ferrous market conditions in the first half of the 12-month period ended June 30, 2006. Ferrous margins across the group came under pressure in the first half, as selling prices declined during the second quarter and intense competition in some markets precluded a corresponding drop in ferrous buying prices. By contrast, the second half of the 12-month period ended June 30, 2006 was particularly strong, with record fourth quarter net income. The strong second half was largely due to a full six month contribution from Hugo Neu and very strong non-ferrous metals prices.

Liquidity and Capital Resources

Sims’s sources of liquidity include cash and short-term investments, collections from customers and amounts available under Sims’s unsecured global multi-currency/multi-option loan facilities. Sims believes these sources are adequate to fund operating expenses and related liabilities, planned capital expenditures and acquisitions, the payment of cash dividends to shareholders and any stock repurchase program for at least the next 12 months.

Cash Flows

For the 12-month period ended June 30, 2007, cash and cash equivalents increased by A$23.2 million to A$36.8 million at June 30, 2007 compared to A$13.5 million at June 30, 2006. The following sets forth Sims’s cash flows for the last three years (in thousands):

flows for the last three years (in thousands):
Net cash provided by operating activities. . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . Total cash increase / (decrease) for year . . . . . . . . . . . .	2007 2006 2005 Years Ended June 30, A$ 312,469 A$ 205,830 A$ 191,215 A$(227,915) A$(100,753) A$(113,704) A$ (61,312) A$(138,170) A$ (51,803) A$ 23,242 A$ (33,093) A$ 25,708
	2007 A$ 312,469 A$(227,915) A$ (61,312) A$ 23,242	2006 A$ 205,830 A$(100,753) A$(138,170) A$ (33,093)

Operating Activities

Sims has generated positive cash flow from operations in each of the last three years. Net cash provided by operating activities increased for the 12-month period ended June 30, 2007 primarily due to increased earnings. Cash used for working capital was A$6.7 million for the 12-month period ended June 30, 2007 compared to A$40.7 million for the 12-month period ended June 30, 2006. The decrease in working capital investments for the 12-month period ended June 30, 2007 was mainly due to a decrease in accounts receivable of A$41.2 million and an increase in accounts payable of A$6.8 million, offset in part by an increase in inventories of A$9 million.

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Investing Activities

Net cash used in investing activities increased for the 12-month period ended June 30, 2007 compared to the 12-month period ended June 30, 2006. The increase was primarily due to cash payments for acquisitions during the 12-month period ended June 30, 2007. Cash used for acquisitions increased to A$147.1 million for the 12-month period ended June 30, 2007 compared to A$28.5 million for the 12-month period ended June 30, 2006. For the 12-month period ended June 30, 2007, Sims completed six acquisitions compared to one acquisition for the 12-month period ended June 30, 2006. Capital expenditures increased to A$88.9 million for the 12-month period ended June 30, 2007 compared to A$74.1 million for the 12-month period ended June 30, 2006. Higher capital expenditures reflected additional investment in plant and equipment for the newly acquired Hugo Neu operations and for the Sims Recycling Solutions business.

Financing Activities

Net cash used in financing activities decreased for the 12-month period ended June 30, 2007 compared to the 12-month period ended June 30, 2006. The decrease was due to higher net borrowings compared to the previous year. Dividends paid to shareholders amounted to A$120.0 million for the 12-month period ended June 30, 2007 compared to A$113.3 million for the 12-month period ended June 30, 2006.

Indebtedness

As of June 30, 2007, Sims had access to A$717.4 million of credit by way of unsecured global multicurrency/multi-option loan facilities, under which Sims had A$339.5 million of borrowings outstanding. The loan facilities have floating interest rates and the weighted average interest rate on the facilities for the 12-month period ended June 30, 2007 was 6.7%. The facilities are provided by Commonwealth Bank, Westpac Bank, HSC Bank, ASB Bank and Bank of New York, are subject to annual reviews and have maturities in excess of one year and less than three years. Pursuant to these facilities agreements, Sims pays a fee on the undrawn portion of the facility which ranges from 0.1% to 0.2%. Significant covenants under these facilities agreements include the satisfaction of a leverage ratio and interest coverage ratio.

Contractual Obligations and Commitments

Contractual Obligations

Sims has various financial obligations and commitments assumed in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that Sims is required to make under existing contractual arrangements, such as debt and lease agreements.

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The following table sets forth Sims’s known contractual obligations as of June 30, 2007, and the effect such obligations are expected to have on its liquidity and cash flow in future periods (in thousands):

Long-term debt . . . . . . . . . . . . . . . . . . . . . Interest on long-term debt(1) . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . Purchase commitments . . . . . . . . . . . . . . . Pension commitments . . . . . . . . . . . . . . . . Total contractual cash obligations . . . . . . .	Total A$339,538 29,452 177,001 13,955 2,500 A$562,446	Less than One Year A$ — 22,869 35,834 13,955 2,500 A$75,158	One to Three Years A$339,538 6,583 54,307 — — A$400,428	Three to Five Years A$ — — 37,237 — — A$37,237	Thereafter
					A$ — — 49,623 — —
					A$49,623

(1) Sims’s interest commitment on long-term debt has been based on June 30, 2007 floating interest rates.

Derivatives and Hedging Arrangements

Sims is party to derivative financial instruments in the normal course of business in order to hedge exposure to currency fluctuations in foreign exchange rates and commodity prices in accordance with Sims’s financial risk management policies. As of June 30, 2007, Sims had assets relating to derivatives of A$14.8 million and liabilities relating to derivatives of A$0.5 million.

Forward Exchange Contracts

Sims enters into forward foreign exchange contracts to buy and sell specific amounts of various foreign currencies in the future at predetermined exchange rates. The contracts are entered into to hedge contracted purchase and sale commitments denominated in foreign currencies. These contracts are hedging highly probable forecasted transactions for the ensuing financial year. The contracts are timed to mature when monies from the forecasted sales of recycled metal are scheduled to be received or when payment for purchases is scheduled to be made.

Forward Commodity Contracts

Sims enters into forward commodity contracts to buy and sell specific amounts of various metal commodities in the future at predetermined rates. The commodity contracts are entered into to hedge contracted purchase and sale of metal and precious metal commitments denominated in foreign currencies.

Critical Accounting Policies

Revenue Recognition

Sims’s primary source of revenue is from the sale of processed ferrous and non-ferrous scrap metals. Sims also generates revenues from the collection of end-of-life post customer products for the purposes of recycling and other miscellaneous sources. Sims recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition.” Revenues from ferrous and non-ferrous metal recycling sales are recognized when the goods have been dispatched to a customer pursuant to a sales order, when associated risks have passed to the carrier or customer and when the amount of revenue can be reliably measured. Where estimates are used, these are based on historical outcomes taking into consideration the type of customer, the product type sold and the specifics of each arrangement. Revenues from services are recognized when the service has been provided. Service revenue received in advance of the service being rendered is deferred. Sales adjustments related to returns, trade allowances, rebates and amounts collected on behalf of third parties are accrued against revenues as incurred.

Government grants are recognized at their fair value when there is a reasonable assurance that the grant will be received and Sims will comply with all attached conditions. Government grants relating to costs are deferred and recognized in the income statement over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to the purchase of property, plant and equipment

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are included in current liabilities as deferred income and are credited to the income statement on a straight line basis over the expected lives of the related assets.

Accounts Receivable and Allowance for Uncollectible Accounts Receivable

Accounts receivable represents amounts due from customers on product and other sales. Accounts receivables are due for settlement no more than 90 days from the date of recognition. The carrying amount of accounts receivable approximates fair value. An allowance for uncollectible accounts receivable is established when there is objective evidence that Sims will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the customer, the probability that the customer will enter bankruptcy or financial reorganization, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the accounts receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the allowance is recognized in the statement of operations in other expenses. Allowance for uncollectible accounts was approximately A$1.8 million and A$3.1 million at June 30, 2007 and 2006, respectively.

Inventory

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and market value. Cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to inventory on the basis of first-in first-out or weighted average costs depending on the nature of the inventory. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Goodwill and Other Intangible Assets

Goodwill is the excess of the acquisition cost of an acquired entity over the fair value of identifiable net assets acquired. Pursuant to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangibles,” goodwill is not amortized, but is subject to an impairment test annually, or earlier if certain events occur indicating that the carrying value of goodwill may be impaired. Each year, Sims tests for impairment of goodwill using a two-step approach. In the first step, Sims estimates the fair value of its reporting units using the present value of future cash flows. If the carrying amount exceeds the fair value, the second step is performed to measure the amount of the impairment loss. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step reduced by the fair values of other tangible and intangible assets of the reporting unit. An impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of goodwill, not exceeding the carrying amount of the goodwill. At June 30, 2007, Sims determined that no impairment existed as a result of its annual impairment test. Sims’s intangible assets with definite lines are amortized over the lives of the respective relationships or agreements on a straight-line basis. Sims’s other intangible assets with indefinite lives, including permits, are not amortized but are also tested for impairment at least annually or as events and circumstances arise which may trigger an impairment test consisting of a comparison of the fair value of the intangible assets to their carrying amount.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition and installation of the items. Interest is capitalized on qualifying assets. Major rebuilds and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation expense is determined for financial reporting purposes using the straightline method based on estimated useful lives of 25 to 40 years for buildings and three to 14 years for plant and equipment. Leasehold improvements are depreciated over the term of the related lease, generally five to 15 years. Land is not depreciated. When assets are sold or otherwise disposed of, the cost and related

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accumulated depreciation are removed from the accounts and any gain or loss is recorded in the consolidated statement of operations.

Stock-Based Compensation

On July 1, 2004, Sims adopted SFAS No. 123R “Share-Based Payments (revised 2004),” which requires all employee share-based payments to be accounted for under the fair value method. Sims elected to use the modified prospective method of adoption whereby prior periods were not restated for comparative purposes. Prior to July 1, 2004, Sims accounted for stock-based compensation using the intrinsic value method supplemented by pro forma disclosures in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures.” Under the intrinsic value method, compensation expense for stock options was recorded only if, on the date of the grant, the current fair value of Sims’s ordinary shares exceeded the exercise price of the stock option. Other equity-based awards for which stock-based compensation expense was recorded were generally grants of restricted stock awards which were measured at fair value on the date of grant based on the number of shares granted and the quoted price of Sims’s ordinary shares. Such value was recognized as an expense over the corresponding service period of the awards.

Pension Plans

Employees of Sims and its subsidiaries are entitled to benefits from Sims’s superannuation plans on retirement, disability or death. Sims has a defined benefit section and a defined contribution section within its plans. The defined benefit section provides defined lump sum benefits based on years of service and final average salary. The defined contribution section receives fixed contributions from Sims and Sims’s legal or constructive obligation is limited to these contributions. A liability or asset in respect of defined benefit superannuation plans is recognized in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation fund’s assets at that date and any unrecognized past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated annually by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds (to the extent there is a deep and liquid market in such instruments) or national government bonds, with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur directly in the income statement. Past service costs are recognized immediately in income, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time, referred to as the vesting period. In this case, the past service costs are amortized on a straight-line basis over the vesting period. Contributions to the defined contribution fund are recognized as an expense as they become payable. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

Income Taxes

Income taxes are accounted for under the asset and liability method prescribed by SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Sims assesses the realizability of deferred tax assets based on whether management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation

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allowance is recorded for the portion of the deferred tax assets that are not expected to be realized based on the level of historical taxable income or projections for future taxable income over the periods in which the temporary differences are deductible.

Contingencies

Sims records accruals for estimated liabilities which include environmental remediation and potential legal claims. A loss contingency is accrued when Sims’s assessment indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Sims’s estimates are based upon currently available facts and presently enacted laws and regulations. These estimated liabilities are subject to revision in future periods based on actual costs or new information.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” which is referred to as FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for Sims on July 1, 2007. Any differences between the amounts recognized in the consolidated balance sheet prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. Sims is currently assessing the impact that FIN 48 will have on its consolidated financial statements.

In September 2006, the SEC issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” which is referred to as SAB 108. SAB 108 was issued to eliminate the diversity of practice in how public companies quantify financial statement misstatements. Sims adopted the provisions of SAB 108 on June 30, 2007. The adoption of SAB 108 did not have a material impact on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which is referred to as SFAS No. 157. This statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Sims does not expect the adoption of SFAS No. 157 will have a material impact on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115,” which is referred to as SFAS No. 115. SFAS No. 159 permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses, a rising subsequent to adoption, are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Sims does not expect the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.

Quantitative and Qualitative Disclosure of Market Risk

Sims is exposed to financial risk resulting from fluctuations in commodity prices, interest rates and currency exchange rates. Sims seeks to minimize these risks through regular operating and financing activities. Sims may use derivative financial instruments to manage against commodity price, interest rate or currency exchange rate changes. These instruments are not designated as hedges and accordingly gains and losses are recognized immediately in the statement of operations.

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Commodity Price Risk

Sims is exposed to risks associated with fluctuations in the market price for both ferrous and non-ferrous metals which are at times volatile. The metal recycling industry has historically been, and is expected to remain, highly cyclical and demand from export markets, which will be important to Sims Metal Management, is volatile. Sims attempts to mitigate this risk by seeking to turn its inventories quickly instead of holding inventories in speculation of higher commodity prices. Where appropriate, Sims enters into forward commodity contracts matched to purchases or sales of metal and precious metal commitments.

The following table presents a maturity analysis of Sims’s forward commodity contracts and the fair value gains and losses on derivative financial instruments held at June 30, 2007.

Commodity Rate Sensitivity Sell 1,200 metric tonnes LME Nickel . . . . . . . . . . . . . . . . . . . . . Average rate per metric tonne. . . . . . . Sell 1,100 metric tonnes LME Primary Aluminium . . . . . . . . . . . . . . . . . . Average rate per metric tonne. . . . . . . Sell 1,250 troy oz Gold . . . . . . . . . . . Average rate per troy oz . . . . . . . . . . Sell 5,000 troy oz Silver . . . . . . . . . . Average rate per troy oz . . . . . . . . . . Sell 5,000 troy oz Palladium . . . . . . . Average rate per troy oz . . . . . . . . . . Sell 30 troy oz Platinum . . . . . . . . . . Average rate per troy oz . . . . . . . . . .	Expected Maturity Date or Transaction Date
	2008 2009 2010 2011 2012 There- after Total (A$ equivalent in thousands, unless otherwise indicated) 64,803 — — — — — 64,803 US$49,507 — — — — — US$49,507 3,560 — — — — — 3,560 US$2,751 — — — — — US$2,751 972 — — — — — 972 US$661 — — — — — US$661 78 — — — — — 78 US$13 — — — — — US$13 169 — — — — — 169 US$361 — — — — — US$361 46 — — — — — 46 US$1,310 — — — — — US$1,310	Fair Value Gain/(Loss) as of 06/30/07
		13,561 47 58 40 (10) 20

Interest Rate Risk

Sims is exposed to interest rate risk on its floating rate borrowings. Sims’s variable rate borrowings consist mainly of any borrowings it makes under its unsecured global multi-currency/multi-option loan facilities. As of June 30, 2007, Sims had access to A$717.4 million of credit by way of its global loan facilities, under which Sims had A$339.5 million of borrowings outstanding. Any increase in the rates applicable to these borrowings would lead to higher interest expense. Sims does not have any interest rate swaps or caps in place which would mitigate its exposure to fluctuations in the interest rate on this indebtedness.

The following table provides further information about Sims’s debt obligations that are sensitive to changes in interest rates and principal cash flows and related average interest rates by expected maturity dates. The information is presented in Australian dollar equivalents, which is Sims’s reporting currency, however, the actual underlying amounts are denominated in foreign currencies of the countries to which they relate.

Interest Rate Sensitivity Liabilities Long Term Debt (A$’000s) . . . . . . Variable Rate (A$) Average interest rate . . . . . . . . . . .			Expected Maturity Date	Expected Maturity Date
	2008 — 0.00%	2009 170,000 6.70%	2010 2011 2012 169,538 — — 6.70% 0.00% 0.00%	There- after — 0.00%	Total 339,538 6.70%	Fair Value
						339,538

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Foreign Currency Risk

Sims operates internationally and is exposed to foreign exchange risk arising from currency exposures to the U.S. dollar, Great British pound, Euro and New Zealand dollar. Where appropriate, forward contracts for periods up to 12 months are used to manage foreign exchange risk and exposure in each foreign currency.

The following table presents a maturity analysis of Sims’s forward exchange contracts and the fair value gains and losses on derivative financial instruments held at June 30, 2007.

Exchange Rate Sensitivity NZD Functional Currency: Buy NZD, Sell USD Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . Buy AUD, Sell NZD Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . GBP Functional Currency: Buy GBP, Sell USD Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . Buy GBP, Sell EUR Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . Buy USD, Sell GBP Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . Buy EUR, Sell GBP Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . . SEK Functional Currency: Buy SEK, Sell USD Contract Amount . . . . . . . . . . . . . . Average Contractual Exchange Rate . .	Expected Maturity Date or Transaction Date	Expected Maturity Date or Transaction Date
	2008 2009 2010 2011 2012 There- after (A$ equivalent in thousands) 12,313 — — — — — 0.7033 — — — — — 9,004 — — — — — 1.1107 — — — — — 36,632 — — — — — 1.9954 — — — — — 54,200 — — — — — 1.4795 — — — — — 1,813 — — — — — 1.9878 — — — — — 509 — — — — — 1.4761 — — — — — 150 — — — — — 1.4761 — — — — —	Total 12,313 0.7033 9,004 1.1107 36,632 1.9954 54,200 1.4795 1,813 1.9878 509 1.4761 150 1.4761	Fair Value Gain/(Loss) as of 06/30/07
			1,079 (61) (183) (268) 8 3 (3)

Credit Risk

As Sims has a large number of internationally dispersed customers, there is no concentration of credit risk with respect to current and non-current receivables. Credit risk arises from the potential failure of counterparties to meet their obligations under Sims’s forward contracts, described above, at maturity. It arises from amounts receivable from unrealized gains on derivative financial instruments. As of June 30, 2007, Sims had a recognized receivable from forward currency and commodity contracts of A$14.8 million.

Metal Management, Inc.

Metal Management is one of the largest metal recycling companies in the United States. Metal Management has 53 facilities in 17 states with leadership positions in many markets, such as Birmingham, Chicago, Cleveland, Denver, Detroit, Hartford, Houston, Memphis, Mississippi, Newark, New Haven, Phoenix, Pittsburgh, Salt Lake City, Toledo and Tucson. Through two joint venture investments, it also has operations in Albany and Nashville.

Metal Management’s operations primarily involve the collection, processing and marketing of ferrous and non-ferrous metals. Metal Management collects industrial metal and obsolete metal, processes it into reusable

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forms and supplies the recycled metals to its customers, including electric-arc furnace mills, integrated steel mills, foundries, secondary smelters and metal brokers. In addition to the buying, processing and marketing of ferrous and non-ferrous metals, Metal Management is periodically retained as demolition contractors in certain of its large metropolitan markets in which it dismantles obsolete machinery, buildings and other structures containing metal and, in the process, collects both the ferrous and non-ferrous metals from these sources. At certain of its locations adjacent to commercial waterways, it provides stevedoring services. Metal Management provides a comprehensive product offering of both ferrous and non-ferrous recycled metals. Its processed ferrous products primarily include shredded, sheared, cold briquetted and bundled metal, and other purchased metal, such as turnings, cast and broken furnace iron. Metal Management also processes non-ferrous metals, including aluminum, copper, stainless steel and other nickel-bearing metals, brass, titanium and high-temperature alloys, using similar techniques and through the application of its proprietary technologies.

For the 12-month period ended March 31, 2007, Metal Management generated net sales of $2.2 billion, pre-tax income of $187.3 million and net income of $116.4 million. For the six months ended September 30, 2007, Metal Management generated net sales of $1.4 billion, pre-tax income of $66.8 million and net income of $40.5 million.

Metal Management is mainly a holding company, incorporated under the laws of Delaware in 1986, with operations conducted in its subsidiaries. For more information on Metal Management, see “Where You Can Find More Information.”

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CURRENCIES AND EXCHANGE RATES

The following table shows, for the periods indicated, information concerning the exchange rate between the U.S. dollar and the Australian dollar. This information is provided solely for your information, and Sims and Metal Management do not represent that Australian dollars could be converted into U.S. dollars at these rates or any other rate. These rates are not the rates used by Sims in the preparation of its consolidated financial statements included in this proxy statement/prospectus.

The data provided in the following table are expressed in U.S. dollars per Australian dollar and are based on noon buying rates published by the Federal Reserve Bank of New York for the Australian dollar. On September 21, 2007, the last trading day before the public disclosure of the merger, the exchange rate between the U.S. dollar and the Australian dollar expressed in U.S. dollars per Australian dollar was A$1.00 = $0.865. On February 7, 2008, the most recent practicable day prior to the date of this proxy statement/prospectus, the exchange rate was A$1.00 = $0.894.

Recent Monthly Data January 2008 (through February 7, 2008). . . . . . . . December 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . November 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . October 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . September 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . August 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . November 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Data (12-month period ended December 31,) 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Period-End Rate(1) 0.8942 0.8776 0.8848 0.9271 0.8855 0.8157 0.8594 0.8491 0.8272 0.8326 0.8104 0.7892 0.7740 0.7884 0.7896 0.8776 0.7884 0.7342 0.7805 0.7520 0.5625	Average Rate(2) 0.8856 0.8719 0.8964 0.8996 0.8477 0.8291 0.8677 0.8423 0.8254 0.8273 0.7932 0.7830 0.7826 0.7858 0.7728 0.8385 0.7535 0.7627 0.7365 0.6525 0.5437	High 0.9091 0.8867 0.9369 0.9271 0.8855 0.8618 0.8841 0.8491 0.8348 0.8367 0.8104 0.7933 0.7960 0.7914 0.7896 0.9369 0.7914 0.7974 0.7979 0.7520 0.5748	Low
				0.8654 0.8557 0.8698 0.8785 0.8238 0.7860 0.8509 0.8313 0.8190 0.8131 0.7728 0.7726 0.7724 0.7795 0.7629 0.7724 0.7056 0.7261 0.6840 0.5629 0.5060

(1) The period-end rate is the noon buying rate on the last business day of the applicable period.

(2) The average rates were calculated by taking the simple average of the daily noon buying rates, as published by the Federal Reserve Bank of New York, over the relevant period.

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DESCRIPTION OF SIMS ORDINARY SHARES

The rights of holders of Sims ordinary shares are governed by the Corporations Act, Sims’s constitution, the listing rules of the ASX and Australian law. This section contains a summary of some of those rights. It is not intended to be a complete description of all of the rights and obligations of holders of Sims ordinary shares.

General

The issued capital of Sims as of January 25, 2008 was 126,505,842 fully paid ordinary shares. Holders of Sims ordinary shares may hold and vote shares subject to the restrictions set forth below. Sims’s constitution does not specify the number of Sims’s authorized shares, as the concept of authorized capital is no longer applicable under the Corporations Act.

Voting Rights

Sims’s constitution provides that, generally, each shareholder has one vote on a show of hands and, on a poll, one vote for each ordinary share fully paid and, if not fully paid, a fraction of a vote equivalent to the proportion of the ordinary share paid up.

A shareholder may not vote at any general meeting in respect of ordinary shares it holds on which calls or other moneys are due and payable to Sims at the time of the meeting. However, a shareholder holding ordinary shares on which no calls or other moneys are due and payable to Sims is entitled to receive notices of, and to attend, any general meeting and to vote and be counted in a quorum even though that shareholder has moneys then due and payable to Sims in respect of other ordinary shares which that shareholder holds.

Joint holders of Sims ordinary shares may vote at any shareholders’ meeting either personally or by proxy or by attorney or representative in respect of those ordinary shares as if they were solely entitled to those ordinary shares. If more than one joint holder votes, then the vote of the joint holder whose name appears first on the register will be counted.

Proxies

A shareholder who is entitled to attend and cast a vote at a general meeting may appoint not more than two other persons as that shareholder’s proxy or proxies to attend, and vote at, the meeting on its behalf. If a shareholder appoints one proxy, then the proxy may vote on a show of hands and may demand or join in demanding a poll. If a shareholder is present at any general meeting for which the shareholder has validly appointed a proxy to attend and vote for the shareholder, then the proxy’s authority to speak for the shareholder is suspended while the shareholder is present and the proxy’s authority to vote for the shareholder on any resolution is not suspended while the shareholder is present but is revoked by the shareholder voting in person on that resolution.

A proxy may vote or abstain as he or she chooses except to the extent that an appointment of the proxy indicates the manner in which the proxy must vote on any resolution. The proxy may only vote or abstain on a poll or show of hands as instructed by proxy appointment.

Shareholders’ Meetings

Under the Corporations Act and Sims’s constitution, there are two types of shareholders’ meetings: annual general meetings and general meetings. Annual general meetings, under the Corporations Act, are required to be held at least once every calendar year and within five months after the end Sims’s fiscal year.

Place of Meeting

Under the Corporations Act, any shareholders’ meeting must be held at a reasonable time and place. Sims’s constitution does not specify any requirements in relation to where shareholders’ meetings may take place.

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Notice

Under the Corporations Act, notice of a general meeting must be given to Sims’s shareholders at least 28 days before the date of such general meeting. The notice must specify the date, time and place of the general meeting and state the general nature of the business to be transacted at the general meeting.

Under the Corporations Act, a general meeting of shareholders may be called by individual directors or by shareholders holding at least 5% of the total votes that may be cast at the meeting or at least 100 shareholders who are entitled to vote. The constitution of the Company also allows for the Sims board of directors to call meetings as they determine.

Quorum

A quorum for a general meeting is three shareholders.

Resolutions

All resolutions are decided at general meetings by a simple majority of votes except where a greater majority is required by the constitution, the Corporations Act or the listing rules of the ASX. Under the Corporations Act, a special resolution is passed by at least 75% of the votes cast by shareholders entitled to vote and voting on the resolution.

Approval by special resolution of Sims’s shareholders is required for actions such as modifying or repealing Sims’s constitution, changing Sims’s name or type, selectively reducing or buying back capital (in some circumstances), providing financial assistance in connection with the acquisition of Sims ordinary shares and undertaking a voluntary winding up of Sims. Sims’s constitution also requires redemption of shares to be approved by special resolution. In addition, Sims may only buy or cancel the rights of a class of shares with either the written consent of the holders of at least 75% of such issued shares or a special resolution passed at a shareholders’ meeting of holders of the shares of such class.

Every resolution submitted at the annual general meeting or a general meeting, in the first instance, will be determined by a show of hands, unless a poll is demanded by (i) the chairperson; (ii) at least five shareholders who are present; or (iii) any one or more shareholders who are present, holding shares conferring not less than 5% of the total voting rights of all shareholders having the right to vote on the resolution.

If an equal number of votes occurs on a show of hands or on a poll, then the chairperson does not have a casting vote in addition to any votes to which the chairperson may be entitled as a shareholder, proxy, attorney or representative.

Preemptive Rights

Preemptive rights on transfers of shares are not applicable to listed companies in Australia. ASX listing rule 7.1 provides the extent to which listed companies can place shares without offering them to existing shareholders on a rights basis. Generally, placements are limited to 15% of the company’s outstanding share capital in any rolling 12-month period.

Dividend Rights

Under Sims’s constitution, the Sims board of directors may, from time to time, determine that a dividend is payable to Sims’s shareholders. Subject to Sims’s constitution, the Corporations Act, the listing rules of the ASX and the rights of holders of shares with special rights as to dividends, dividends are to be apportioned and paid among Sims’s shareholders in proportion to the amounts paid up (not credited) on the shares held by the shareholders. In relation to partly paid shares, any amount paid on a share in advance of a call will be ignored when calculating the relevant proportion.

The Corporations Act and Sims’s constitution provide that no dividend is payable except out of Sims’s profits. Sims’s constitution provides that the declaration of the Sims board of directors as to the amount of Sims’s profits is conclusive. Under Australian law, the term “profits” has a particular legal meaning that

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broadly requires ensuring that the past fiscal year’s retained earnings (deducting any current fiscal year losses) are sufficient to satisfy the dividend amount payable.

The Sims board of directors may deduct from any dividend payable to a shareholder all sums of money presently payable by the shareholder to Sims on account of calls on shares held by it or otherwise.

Except as otherwise provided by law, all dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Sims board of directors for the benefit of Sims until claimed.

In addition, Sims has adopted a dividend reinvestment plan, which permits eligible participants to elect to be issued Sims ordinary shares in lieu of a cash dividend for some or all of their Sims ordinary shares.

Reserves

Before declaring any dividends, the Sims board of directors may set aside out of Sims’s profits any sums it thinks proper as reserves to be applied to meet contingencies, to equalize dividends, to pay special dividends, to repair, improve or maintain any of Sims’s property or for any other purpose that the Sims board of directors, in its absolute discretion, considers to be in Sims’s interest.

Pending that application, the reserves may, at the discretion of the Sims board of directors, be used in Sims’s business or be invested as the Sims board of directors deems appropriate, including the purchase of Sims ordinary shares. The board of directors may deal with and vary these investments and dispose of all or any part for Sims’s benefit and may divide the reserves into special reserves as it deems appropriate.

Redemption

Sims’s constitution provides that subject to the Corporations Act and the listing rules of the ASX, Sims may redeem its shares on any terms and conditions determined by its board of directors. The consideration paid for a redemption of shares may include specific assets, including Sims ordinary shares or of any other corporation, trust or entity.

Under the Corporations Act, Sims may buy back its own shares if the buy-back does not materially prejudice Sims’s ability to pay its creditors and it follows the procedure set forth in the Corporations Act.

Sims is required to obtain shareholder approval in order to redeem any of its shares. When shareholder approval is required, whether an ordinary resolution or a special resolution is required, and the notice period and disclosure requirements to be given to shareholders, will depend on the type of redemption. Under Sims’s constitution, shares may be redeemed or varied without obtaining consent or approval of shareholders by special resolution where such redemption or variation is in accordance with the terms of issue of those shares. Redemptions that intend to redeem more than 10% of the votes attaching to the smallest number of shares in the previous twelve months require approval by Sims’s shareholders by way of an ordinary resolution.

The Corporations Act only permits a company to redeem redeemable preference shares if such shares (i) are redeemed on the terms on which they are on issue, (ii) are fully paid-up, and (iii) are redeemed out of profits or the proceeds of a new issue of shares made for the purpose of the redemption.

Election of Directors

Under the listing rules of the ASX, Sims’s directors are elected for three year terms and must retire from office or seek re-election by no later than the third annual general meeting following such director’s election or three years, whichever is longer.

The number of director slots up for election at an annual general meeting depends upon the number of directors due to retire or seek re-election that year. However, Sims’s constitution provides that, unless otherwise determined by a resolution of the Sims board of directors while Sims is listed on the ASX, at least one director must retire from office at each annual general meeting, unless there has been an election of directors earlier that year. If no director is required to retire at the annual general meeting due to having been

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in office for 3 years or due to being appointed that year, the director required to retire will be the one who has been longest in office since his or her last election.

Directors are elected by an ordinary resolution of the holders of Sims ordinary shares. However, the Sims board of directors has the power to appoint any other person as a director either to fill a casual vacancy (on retirement of a director or where the maximum allowable number of directors has not been appointed). Directors appointed in this manner must retire from office at (and will be eligible for re-election) at the next annual general meeting.

Liquidation Rights

In a winding up, any assets available for distribution to shareholders will, subject to the rights of the holders of shares issued on special terms and conditions, Sims’s constitution, the Corporations Act and the listing rules of the ASX, be distributed amongst the shareholders in proportion to the capital paid up on their shares and any surplus distributed in proportion to the amount paid up (not credited) on shares held by them.

Sims must not pay any director or liquidator any fee or commission on the sale or realization of the whole or part of Sims’s undertaking or assets without Sims’s shareholders’ approval. Such approval must be given at a general meeting convened by notice specifying the fee or commission proposed to be paid.

If Sims is wound up, whether voluntarily or otherwise, the liquidator may (i) with the shareholders’ approval via a special resolution, divide among the contributories in specie or kind any part of the assets of Sims; (ii) with the shareholders’ approval via a special resolution, vest any part of the assets of Sims in trustees of trusts for the benefit of the contributories or any of them as the liquidator deems appropriate; and (iii) determine the values it considers fair and reasonable on any property to be divided and determine how the division is to be carried out.

Liability to Further Calls

The Sims board of directors may make calls on the shareholders as it deems fit for all moneys unpaid on shares held by such shareholders which are not moneys made payable by the conditions of allotment at fixed times.

A call is deemed to have been made when the board resolution authorizing such call was passed. A call may be made payable by instalments. The Sims board of directors may revoke or postpone a call.

Sims must give written notice of a call at least 30 business days before such call is due. The notice must specify the time and place for payment and any other information required by the listing rules of the ASX. The non-receipt of any notice by, or the accidental omission to give notice of any call to, any shareholder will not invalidate the call.

The Directors may, on the issue of shares, differentiate between the shareholders as to the amount of calls to be paid and the time for payment of those calls.

Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date, will for the purposes of Sims’s constitution be deemed to be a call duly made and payable on the date on which the sum is payable. In case of non-payment, all the relevant provisions of Sims’s constitution as to payment of interest and expenses, forfeiture or otherwise will apply as if the sum had become payable by virtue of a call duly made and notified.

A sum called in respect of a share and not paid on or before the date for payment bears interest from the date for payment to the time of actual payment at any rates as the Sims board of directors may determine. The board of directors may waive payment of interest, either in whole or in part.

Restrictions on Takeovers

The Corporations Act places restrictions on the acquisition of greater than 20% of Sims’s issued voting shares (or where a shareholder’s voting power, whose voting power was already above 20% but below 90%,

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increases in any way). Such acquisitions must comply with the takeover provisions of the Corporations Act. For instance, such an acquisition may be made under an offer made to all shareholders on the same terms and which complies with certain timetable and disclosure requirements.

In addition to these takeover offer requirements, the Corporations Act provides that a company may include proportional takeover provisions in its constitution which, in effect, mean that the shareholders must pass a resolution to approve the bid before it registers a transfer giving effect to a takeover contract for the bid. Sims’s constitution provides that where an offer has been made under a proportional takeover bid (meaning an off-market bid for a specified proportion of the securities in the bid class) in respect of shares included in a class of shares in Sims, registration of a transfer to effect a contract resulting from the acceptance of an offer made under the proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed in accordance with Sims’s constitution.

Sims’s constitution provides that the vote required for such a resolution is that which is required for an ordinary resolution. The provisions of Sims’s constitution that apply to a general meeting apply, with any modifications as the circumstances require. Any shareholder that (i) is not the bidder or an associate of the bidder and (ii) at the end of the day on which the first offer under the proportional takeover bid was made, held shares included in that class, is entitled to vote on such resolution and is entitled to one vote for each share owned.

Where takeover offers have been made under a proportional takeover bid, then the Sims board of directors must ensure that a resolution to approve the proportional takeover bid is voted on in accordance with Sims’s constitution before the approving resolution deadline in relation to the proportional takeover bid. The approving resolution deadline is the fourteenth day before the last day of such proportional takeover bid period. A proportional takeover bid period for an off-market bid starts when the bidder’s statement is given to the target company and ends one month later if no offers are made under the bid, or at the end of the offer period.

Where a resolution to approve a proportional takeover bid is voted on before the approving resolution deadline, Sims must, on or before the approving resolution deadline, deliver to the bidder and serve on the ASX a written notice stating that a resolution to approve the proportional takeover bid has been voted on and that the resolution has been passed, or has been rejected, as the case may be.

If, as of the end of the day before the approving resolution deadline, no resolution approving the proportional takeover bid has been voted on in accordance with Sims’s constitution, then a resolution to approve the proportional takeover bid is deemed to have been passed in accordance with Sims’s constitution.

The proportional takeover bid provisions in Sims’s constitution cease to have effect on the third anniversary of the later of the date of their adoption or of their most recent renewal. The proportional takeover bid provisions in Sims’s constitution were adopted on August 19, 2005, and have not been renewed since.

Generally, a company listed on the ASX may not acquire a substantial asset from, or dispose of a substantial asset to, a person who (together with associates) controls more than 10% of such company’s voting shares, or issue securities to a related party (generally connoting control of the company), unless such transaction has been approved by such company’s shareholders. The Corporations Act also imposes limitations on transactions between public companies and related parties which do not have shareholder approval.

DESCRIPTION OF SIMS AMERICAN DEPOSITARY SHARES

NYSE Listing of Sims ADSs

Sims will use its reasonable best efforts to cause to be approved for listing on the NYSE, subject to official notice of issuance, a sufficient number of Sims ADSs be issued in the merger and to be made available on the exercise of Metal Management stock options. Approval of the listing on the NYSE of the Sims ADSs to be issued in the merger is a condition to each party’s obligation to complete the transaction.

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American Depositary Shares

The Bank of New York, as depositary, will register and deliver Sims ADSs. Each Sims ADS will represent one Sims ordinary share (or a right to receive one Sims ordinary share) deposited with the principal Melbourne, Australia office of National Australia Bank, as custodian for the depositary. Each Sims ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the Sims ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York’s principal executive office is located at One Wall Street, New York, New York 10286.

You may hold Sims ADSs either (i) directly (A) by having an ADR, which is a certificate evidencing a specific number of Sims ADSs, registered in your name, or (B) by having Sims ADSs registered in your name in the Direct Registration System, or (ii) indirectly by holding a security entitlement in Sims ADSs through your broker or other financial institution. If you hold Sims ADSs directly, you are a Sims ADS holder. This description assumes you are a Sims ADS holder. If you hold the Sims ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS registered holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated Sims ADSs, which ownership shall be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated Sims ADSs.

As an ADS holder, Sims will not treat you as one of its shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary will be the holder of the Sims ordinary shares underlying your Sims ADSs. As a registered holder of ADSs, you will have ADS registered holder rights. A deposit agreement among Sims, the depositary ADS registered holder, and all other persons indirectly holding Sims ADSs sets out ADS registered holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the Sims ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR, which have been filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

Deposit Agreement

Deposit of Deposited Securities

Under the Deposit Agreement, the Depositary has agreed that upon delivery to the custodian of Sims ordinary shares, along with any appropriate instrument or instruments of transfer or endorsement, in industrystandard form satisfactory to the custodian, together with any documents, fees and payments required under the Deposit Agreement, subject to the terms of the Deposit Agreement, the Depositary will deliver, to or upon the order of the person or persons entitled thereto, the number of ADSs issuable in respect of that deposit.

Withdrawal of Deposited Securities

Upon surrender to the Depositary ADSs for the purpose of withdrawal of the Sims ordinary shares represented thereby, and upon payment of all fees, taxes and governmental charges provided in the Deposit Agreement to be payable in connection with such surrender and withdrawal, the owner of such ADSs will be entitled to delivery of the amount of Sims ordinary shares at the time represented by the ADSs so surrendered. Such delivery will take place at the office of the custodian or at the Depositary’s office as the person designated in the written instructions may request.

Restrictions on the Right to Deposit and Withdraw Deposited Securities

The surrender of outstanding ADSs and withdrawal of the Sims ordinary shares represented thereby may only be suspended for (i) temporary delays caused by a shareholders’ meeting or the payment of dividends,

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(ii) the payment of fees, taxes and similar charges and (iii) compliance with any laws or regulations relating to the ADSs or the Sims ordinary shares.

Pre-Release of ADSs

In certain circumstances, subject to the provisions of the Deposit Agreement, the Depositary may deliver ADSs prior to the receipt of Sims ordinary shares, which is referred to as a Pre-Release. The Depositary may deliver Sims ordinary shares upon the surrender of ADSs that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such ADSs have been Pre-Released. The Depositary may receive ADSs in lieu of Sims ordinary shares in satisfaction of a PreRelease. Each Pre-Release must be (a) preceded or accompanied by a written representation from the person to whom ADSs or Sims ordinary shares are to be delivered, that such person, or its customer, owns the ADSs or Sims ordinary shares to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Sims ordinary shares represented by ADSs which are outstanding at any time as a result of Pre-Release will not normally exceed 30% of the ADSs or Sims ordinary shares deposited under the Deposit Agreement; however, the Depositary has the right to change or disregard such limit from time to time as it deems appropriate.

Payment of Taxes

If any tax or other governmental charge will become payable by the custodian or the Depositary with respect to any Sims ADS or any Sims ordinary shares represented thereby, such tax or other governmental charge will be payable by the owner thereof to the Depositary. The Depositary may refuse to register any transfer of those ADSs or any withdrawal of Sims ordinary shares represented by those ADSs until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the owner thereof any part or all of the Sims ordinary shares represented by those ADSs, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge.

Dividends, Other Distributions and Rights

The Depositary has agreed to pay to holders of Sims ADSs the cash dividends or other cash distributions it or the custodian receives on Sims ordinary shares or other deposited securities after deducting its fees and expenses, unless those fees and expenses have been paid by Sims. Holders of Sims ADSs will receive these distributions in proportion to the number of shares their Sims ADSs represent. The Depositary will convert all cash dividends and other cash distributions in a foreign currency that it receives in respect of the deposited securities into U.S. dollars if in its judgment it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. Before making a distribution, any withholding taxes that must be paid will be deducted. If at any time the Depositary determines that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into U.S. dollars transferable to the United States, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the owners entitled to receive the same, except that the Depositary must continue to use commercially reasonable efforts to effect a distribution of the funds to such owners pursuant to the terms of the Deposit Agreement. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, holders of Sims ADSs may lose some or all of the value of the distribution.

If a distribution by Sims consists of a dividend in, or free distribution of, Sims ordinary shares, the Depositary may deliver to the holders of outstanding Sims ADSs, in proportion to their holdings, additional Sims ADSs representing the number of Sims ordinary shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement. In lieu of delivering fractional ADSs in any such case, the Depositary will, subject to applicable law and applicable rules of any securities exchange or

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automated quotation system on which the ADSs or Sims ordinary shares are listed or quoted, sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds in the same manner as it distributes cash. If additional Sims ADSs are not so distributed, each Sims ADS will represent the additional Sims ordinary shares distributed in respect of the Sims ordinary shares represented by such Sims ADS prior to such dividend or free distribution.

If Sims offers or causes to be offered to the holders of its ordinary shares any rights to subscribe for additional shares or any rights of any other nature, the Depositary, after consultation with and having given reasonable consideration to the suggestions of Sims, and subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the ADSs or Sims ordinary shares are listed or quoted, will have discretion as to the procedure to be followed in making such rights available to all or certain of the holders of ADSs or in disposing of such rights. If for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary may allow the rights to lapse.

If the Depositary, after consultation with Sims to the extent practical using reasonable efforts, has distributed rights to all or certain owners of ADSs, then upon instruction from said owners and the payment of all fees and expenses required under the Deposit Agreement, the Depositary will exercise the rights and purchase the shares, and Sims will cause them to be delivered to the Depositary on behalf of such owners. The Depositary will cause the shares so purchased to be deposited and will deliver ADSs to such owners.

If the Depositary determines that it is not lawful and feasible to make such rights available, it will use reasonable efforts to sell the rights in proportion to the number of ADSs held by the owners to whom it is not lawful or feasible to make such rights available, and allocate the net proceeds of such sales for the account of such owners.

Sims has not yet determined whether its dividend reinvestment plan will be extended to include holders of Sims ADSs.

Record Date

The Depositary will fix a record date (a) to establish which holders of Sims ADSs are (i) entitled to receive a dividend, distributions or rights, or the net proceeds of any sale thereof; (ii) entitled to give instructions for the exercise of voting rights at any meeting of Sims ordinary shares; or (iii) subject to the terms of the Deposit Agreement, responsible for any fee or charge assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which date each ADS will represent a different number of Sims ordinary shares.

Voting of the Underlying Sims Ordinary Shares

Upon receipt of notice of any meeting of holders of Sims ordinary shares, if requested in writing by Sims, the Depositary will mail to the owners of ADSs a notice containing (a) such information as is contained in such notice of meeting received by the Depositary from Sims, (b) a statement, as applicable, that the owners of the ADSs are entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Sims ordinary shares represented by their respective ADSs and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an owner, the Depositary will endeavor, insofar as practicable using reasonable efforts, to vote or cause to be voted the amount of Sims ordinary shares in accordance with the instructions set forth in such request. The Depositary will not vote or attempt to exercise the right to vote other than in accordance with such instructions.

In order to give owners of ADSs a reasonable opportunity to instruct the Depositary as to the exercise of such voting rights, Sims has agreed to give the Depositary notification of any such meeting at least 45 days prior to the meeting date and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.

Reports

The Depositary will make available for inspection by owners of Sims ADSs at its Corporate Trust Office any reports and communications, including any proxy solicitation material, received from Sims which are both

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(a) received by the Depositary as the holder of the Sims ordinary shares and (b) made generally available by Sims to the holders of Sims ordinary shares.

Inspection of Transfer Books

The Depositary will make available for inspection by Sims and by owners of Sims ADSs at its Corporate Trust Office books for the registration and transfer of Sims ADSs. Subject to certain exceptions, the Depositary may close such transfer books from time to time when deemed expedient by it in connections with the performances of its duties under the Deposit Agreement or at the request of Sims.

Fees and Expenses

The following charges will be incurred by any party depositing or withdrawing Sims ordinary shares or by any party surrendering ADSs or to whom ADSs are issued, or by owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Sims ordinary shares generally and applicable to transfers of Sims ordinary shares to or from the name of the Depositary, the custodian or their nominees on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to the Deposit Agreement, (5) a fee of $5.00 or less per 100 ADSs (or portion thereof) for the delivery or surrender of ADSs pursuant to the Deposit Agreement, (6) a fee of $.02 or less per ADS (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, (7) a fee for the distribution of securities pursuant to the Deposit Agreement, (8) in addition to any fee charged under (6), a fee of $.02 or less per ADS (or portion thereof) per annum for depositary services, and (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the custodian, or the agents of the Depositary’s agents in connection with the servicing of Sims ordinary shares or other deposited securities (which charge will be payable at the sole discretion of the Depositary by billing such owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). Pursuant to the terms of the Deposit Agreement, Sims may, at its election, pay on behalf of the owners of the ADSs any of the fees, expenses and charges payable by such owners to the Depositary under the Deposit Agreement. Sims is not obligated, however, to pay any such fees, expenses and charges.

Amendment and Termination of the Deposit Agreement

The form of the ADRs and any provisions of the Deposit Agreement may be amended by agreement between Sims and the Depositary without the consent of the owners of ADSs. However, any amendment which imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which otherwise prejudices any substantial existing right of owners, will, not become effective as to outstanding Sims ADSs until the expiration of thirty days after notice of such amendment is given to the owners of outstanding ADSs. Every owner that continues to hold such ADSs at the time any amendment becomes effective, will be deemed to have consented and agreed to such amendment. No amendment will impair the right of the owner to surrender ADSs and receive the Sims ordinary shares represented thereby, except in order to comply with mandatory provisions of applicable law.

Sims may at any time terminate the Deposit Agreement by instructing the Depositary to mail a notice of termination to the owners of outstanding ADSs at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate the Deposit Agreement if, upon the expiration of 90 days after the Depositary delivered to Sims a written resignation notice, a successor depositary has not been appointed and accepted its appointment. After the date of termination, the owners of ADSs will, upon (a) surrender of such ADSs, (b) payment of the fee of the Depositary for the surrender of ADSs referred to above, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery of the amount of Sims ordinary shares represented by those ADSs. If any ADSs will remain outstanding after the date of termination, the Depositary will discontinue the registration of transfers of ADSs, suspend the distribution of dividends to the owners thereof, and will not give any further notices or perform any further acts under the Deposit

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Agreement, except that the Depositary will continue to collect dividends and other distributions pertaining to Sims ordinary shares as provided in the Deposit Agreement, and will continue to deliver Sims ordinary shares, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of ADSs.

At any time after the expiration of four months from the date of termination, the Depositary may sell the Sims ordinary shares then held under the Deposit Agreement and hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the owners of ADSs not surrendered. After making such sale, the Depositary will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, and except for its obligations of indemnification set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company will be discharged from all obligations under the Deposit Agreement, except for its obligations of indemnification set forth in the Deposit Agreement.

Limitations on Obligations and Liability to Sims ADS Holders

The Deposit Agreement expressly limits the obligations and liability of both Sims and the Depositary. Sims and the Depositary are only obligated to take the actions specifically set forth in the Deposit Agreement, without negligence or bad faith, and are not liable for any action or inaction if either relies upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any owner, or any other person believed to be competent to give such advice or information. Further, neither have any obligation to become involved in a lawsuit or other proceeding related to the Sims ADSs or on behalf holders of Sims ADSs or on behalf of any other party. In the Deposit Agreement, Sims and the Depositary agree to indemnify each other under certain circumstances.

Transfer Agent and Registrar

The Depositary will, subject to the terms of the Deposit Agreement, register transfers of ADSs on its transfer books from time to time, upon (i) in the case of certificated ADSs, surrender of the ADR evidencing those ADSs, by the owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated ADSs, receipt from the owner of a proper instruction (including instructions through DRS and Profile as described above), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of ADSs and combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by owners or persons entitled to ADSs and will be entitled to protection and indemnity to the same extent as the Depositary.

COMPARATIVE RIGHTS OF STOCKHOLDERS

Sims is a company incorporated in Australia and is governed by the Corporations Act. The rights of holders of Sims ordinary shares are governed by the Corporations Act, the listing rules of the ASX, general Australian law and by Sims’s constitution. Metal Management is a Delaware corporation and is governed by the Delaware General Corporation Law, which is referred to as the DGCL. The rights of Metal Management stockholders are governed by Delaware law and by Metal Management’s second amended and restated certificate of incorporation, which is referred to as the Certificate of Incorporation, and its amended and restated by-laws, which is referred to as the By-laws. Upon completion of the merger, to the extent you will become a shareholder of Sims, your rights will be governed by Australian law and Sims’s constitution. See “Description of Sims Ordinary Shares” for more information about Sims ordinary shares. For more information about Sims ADSs, which are separate from Sims ordinary shares, see “Description of Sims American Depositary Shares.”

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The following discussion of the material differences between the rights of Sims shareholders and Metal Management stockholders is only a summary and does not purport to be a complete description of these differences. The following discussion is qualified in its entirety by reference to the Corporations Act and the DGCL, as well as the full text of Sims’s constitution, which is filed as an exhibit to this document, and Metal Management’s Certificate of Incorporation and By-laws, copies of which are on file with the SEC. For information on how you can obtain copies of these documents, see “Where You Can Find More Information.”

CORPORATE GOVERNANCE

METAL MANAGEMENT

Metal Management’s Certificate of Incorporation and By-laws and the DGCL govern the rights of the holders of Metal Management’s common stock.

SIMS

Sims’s constitution, the Corporations Act, the listing rules of the ASX and general Australian law govern the rights of the holders of Sims ordinary shares.

AUTHORIZED CAPITAL STOCK

METAL MANAGEMENT

Authorized Shares. The total number of authorized shares of Metal Management capital stock is 52,000,000, consisting of 50,000,000 shares of Metal Management common stock, par value $0.01 per share, and 2,000,000 shares of Metal Management preferred stock, par value $0.01 per share.

SIMS

The issued capital of Sims is 126,505,842 fully paid ordinary shares. Holders of Sims ordinary shares may hold and vote shares subject to the restrictions set forth below. Sims’s constitution does not specify the number of Sims’s authorized shares, as the concept of authorized capital is no longer applicable under the Corporations Act.

PREFERENCE STOCK

METAL MANAGEMENT

Subject to limitations prescribed by law, Metal Management’s certificate of incorporation authorizes the Metal Management board of directors to provide for the issuance of preferred stock in one or more series and to fix the voting powers, designations, powers, preferences and relative, participating, optional or other rights of the shares of each such series and the qualifications, limitations or restrictions thereof, including the fixing or alteration of the dividend rights, dividend rate, conversion rights, conversion rate, voting rights, rights and terms of redemption, the redemption price or prices and the liquidation preferences of any wholly unissued series of shares of preferred stock.

SIMS

Sims’s constitution provides that Sims may issue preference shares, including preference shares which are, or which at the option of Sims or the holder may be, liable to be redeemed or converted into ordinary shares.

Sims has never issued any preference shares.

Metal Management has never issued any preferred stock.

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VOTING RIGHTS; ACTION BY WRITTEN CONSENT

METAL MANAGEMENT

Voting Rights. The holders of Metal Management common stock are entitled to one vote per share on all matters presented to stockholders.

Action by Written Consent . Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be effected by a consent in writing by any such stockholders.

SIMS

Voting Rights . Sims’s constitution provides that, generally, each shareholder has one vote on a show of hands and, on a poll, one vote for each share fully paid and if not fully paid, a fraction of a vote equivalent to the proportion of the share paid up.

Action by Written Consent . A public company such as Sims does not generally provide for the passing of resolutions by written consent given the difficulty of obtaining consents from all shareholders.

AMENDMENT TO CERTIFICATE OF INCORPORATION (or CONSTITUTION)

METAL MANAGEMENT

Under Delaware law, amendments to a corporation’s certificate of incorporation must be approved by a resolution of the board of directors declaring the advisability of the amendment, and by the affirmative vote of a majority of the outstanding shares entitled to vote. If an amendment would increase or decrease the number of authorized shares of such class, increase or decrease the par value of the shares of such class or alter or change the powers, preferences or other special rights of a class of outstanding shares so as to affect the class adversely, then a majority of shares of that class also must approve the amendment. Delaware law also permits a corporation to require in its certificate of incorporation a greater proportion of voting power to approve a specified amendment.

Metal Management’s Certificate of Incorporation provides that Metal Management reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders therein are granted subject to this reservation.

SIMS

Under the Corporations Act, approval by special resolution of a company’s shareholders is required to modify or repeal such company’s constitution. A special resolution is passed by at least 75% of the votes cast by shareholders entitled to vote and voting on the resolution.

Sims’s constitution provides that, subject to the Corporations Act and the listing rules of the ASX, all or any of the rights and privileges attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may be varied or cancelled, including by converting or reclassifying shares from one class to another (i) with the written consent of holders of at least 75% of the shares issued in such class; or (ii) with the approval of a special resolution passed at a meeting of holders of the shares of such class.

The rights of shareholders of any class will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally in respect of those rights.

AMENDMENT TO BY-LAWS

METAL MANAGEMENT

Metal Management’s Certificate of Incorporation authorizes the Metal Management board of directors to alter, amend or repeal Metal Management’s Bylaws upon the affirmative vote of a majority of the directors present at any meeting at which there is a quorum. Metal Management’s By-laws may also altered, amended or repealed by the affirmative vote of the majority of shares present in person or represented by proxy at any meeting at which there is a quorum.

SIMS

Not applicable.

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RIGHTS TO DIVIDENDS

METAL MANAGEMENT

Under Delaware law, subject to any restriction in the corporation’s certificate of incorporation, the board of directors may declare and pay dividends out of

(1) surplus of the corporation, which is defined as net assets less statutory capital; or

(2) if no surplus exists, out of the net profits of the corporation for the year in which the dividend is declared and/or the preceding year;

provided, however, that if the net assets of the corporation have been diminished to an amount less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets, the board may not declare and pay dividends out of the corporation’s net profits until the deficiency in the capital has been repaired.

Holders of Metal Management common stock are entitled to receive dividends ratably when, as and if declared by the Metal Management board of directors from assets legally available for payment of dividends, after payment of all dividends on preferred stock, if any, is outstanding.

SIMS

Under Sims’s constitution, the Sims board of directors may, from time to time, determine that a dividend is payable to the shareholders. Subject to Sims’s constitution, the Corporations Act, the listing rules of the ASX and the rights of holders of shares with special rights as to dividends, dividends are to be apportioned and paid among Sims’s shareholders in proportion to the amounts paid up (not credited) on the shares held by the shareholders. In relation to partly paid shares, any amount paid on a share in advance of a call will be ignored when calculating the relevant proportion.

The Corporations Act and Sims’s constitution provide that no dividend is payable except out of Sims’s profits. Sims’s constitution provides that the declaration of the Sims board of directors as to the amount of Sims’s profits is conclusive. Under Australian law, the term “profits” has a particular legal meaning that broadly requires ensuring that the past fiscal year’s retained earnings (deducting any current fiscal year losses) are sufficient to satisfy the dividend amount payable.

The Sims board of directors may deduct from any dividend payable to a shareholder all sums of money presently payable by the shareholder to Sims on account of calls on shares held by it or otherwise.

Except as otherwise provided by law, all dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Sims board of directors for the benefit of Sims, until claimed.

In addition, Sims has adopted a dividend reinvestment plan, which permits eligible participants to elect to be issued Sims ordinary shares in lieu of a cash dividend for some or all of their Sims ordinary shares.

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APPRAISAL RIGHTS

METAL MANAGEMENT

Delaware law provides stockholders of a corporation involved in a merger the right to a judicial appraisal of their shares and to receive payment of the fair value of their stock so appraised in some mergers. However, appraisal rights are not available to holders of stock:

SIMS

Australian law does not generally provide for appraisal rights.

• listed on a national securities exchange;

• designated as a national market system security on an interdealer quotation system operated by the National Association of Securities Dealers, Inc.; or

• held of record by more than 2,000 stockholders; unless holders of such stock are required to accept in the merger anything other than any combination of:

• shares of stock or depositary receipts of the surviving corporation in the merger;

• shares of stock or depositary receipts of another corporation that, at the effective date of the merger, will be

• (i) listed on a national securities exchange,

(ii) designated as a national market system security on an interdealer quotation system operated by the National Association of Securities Dealers, Inc., or

(iii) held of record by more than 2,000 holders; or

(iv) cash in lieu of fractional shares of the stock or depositary receipts received.

In addition, appraisal rights are not available to the holders of stock of the surviving corporation in the merger, if the merger does not require the approval of the stockholders of that corporation.

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PREEMPTIVE RIGHTS

METAL MANAGEMENT

Under Delaware law, a stockholder is not entitled to preemptive rights to subscribe for additional issuances of stock or any security convertible into stock unless they are specifically granted in the corporation’s certificate of incorporation. Metal Management’s Certificate of Incorporation does not provide for preemptive rights. Thus, the holders of Metal Management common stock do not have preemptive rights to subscribe for a proportionate share of any additional securities issued by Metal Management before such securities are offered to others.

SIMS

Preemptive rights on transfers of shares are not applicable to listed companies in Australia. ASX listing rule 7.1 provides the extent to which listed companies can place shares without offering them to existing shareholders on a rights basis. Generally, placements are limited to 15% of the company’s outstanding share capital in any rolling 12-month period.

ATTENDANCE AND VOTING AT MEETINGS OF STOCKHOLDERS/ SPECIAL MEETINGS OF STOCKHOLDERS

METAL MANAGEMENT

Special meetings of stockholders may be called by the board of directors, or by the chairman of the board, or by the president or chief executive officer.

SIMS

Under the Corporations Act, a general meeting of shareholders may be called by individual directors or by shareholders holding at least 5% of the total votes that may be cast at the meeting or at least 100 shareholders who are entitled to vote. Sims’s constitution also allows for the Sims board of directors to call meetings as they determine.

STOCKHOLDER PROPOSALS AND NOMINATIONS

METAL MANAGEMENT

Metal Management’s By-laws establish procedures that stockholders must follow to nominate persons for election to the Metal Management board of directors or to bring other business before an annual meeting of the stockholders. Such a stockholder must deliver notice to Metal Management’s secretary between 90 and 120 days prior to the first anniversary date of the immediately preceding annual meeting; provided, however, that in the event the annual meeting is called for a date which is not within 60 days before or after such anniversary date, the stockholder making the nomination must deliver notice to Metal Management’s secretary no later than the close of business on the 15th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.

SIMS

Under ASX listing rule 14.3, Sims is required to accept nominations for the election of directors up to 35 days (30 days in the case of a meeting requested by shareholders) before the date of a general meeting at which the directors are elected.

Under Sims’s constitution, both a nomination of the person by a shareholder and a consent to the nomination signed by the person nominated must be given to Sims at least 30 business days before the relevant general meeting.

The notice must set forth certain information about the person to be nominated and/or such other business that such stockholder proposes to bring before the annual meeting similar to the information required for disclosure in proxy solicitations pursuant to Exchange Act Regulation 14A.

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RIGHTS OF INSPECTION

METAL MANAGEMENT

Under Delaware law, stockholders have the right to inspect, during normal business hours, the corporation’s stock ledger, a list of the corporation’s stockholders, and other books and records of the corporation, after making a written demand stating their purpose so long as the purpose is reasonably related to the person’s interest as a stockholder.

SIMS

Under the Corporations Act, unless a company otherwise consents, a shareholder of the company must obtain a court order to obtain access to the company’s books and records. Subject to payment of a prescribed fee, anyone may inspect or obtain copies of the company’s register of members.

RIGHTS OF PURCHASE AND REDEMPTION

METAL MANAGEMENT

Under Delaware law, any corporation may purchase, redeem and dispose of its own shares out of the corporation’s surplus (as defined above), and a corporation may purchase or redeem any of its shares of preferred stock (or its common stock if no preferred stock is outstanding) out of capital if these shares will be retired upon acquisition or redemption, thereby reducing the capital of the corporation, and the remaining assets of the corporation are sufficient to pay its debts.

SIMS

Sims’s constitution provides that subject to the Corporations Act and the listing rules of the ASX, Sims may redeem its shares on any terms and conditions determined by its board of directors. The consideration paid for a redemption of shares may include specific assets, including Sims ordinary shares or of any other corporation, trust or entity.

Under the Corporations Act, Sims may buy back its own shares if the buy-back does not materially prejudice Sims’s ability to pay its creditors and it follows the procedure set forth in the Corporations Act.

Sims is required to obtain shareholder approval in order to redeem any of its shares. When shareholder approval is required, whether an ordinary resolution or a special resolution is required, and the notice period and disclosure requirements to be given to shareholders, will depend on the type of redemption. Under Sims’s constitution, shares may be redeemed or varied without obtaining consent or approval of shareholders by special resolution where such redemption or variation is in accordance with the terms of issue of those shares. Redemptions that intend to redeem more than 10% of the votes attaching to the smallest number of shares in the previous twelve months require approval by Sims’s shareholders by way of an ordinary resolution.

The Corporations Act only permits a company to redeem redeemable preference shares if such shares (i) are redeemed on the terms on which they are on issue; (ii) are fully paid-up; and (iii) are redeemed out of profits or the proceeds of a new issue of shares made for the purpose of the redemption.

136

STOCKHOLDER VOTES ON CERTAIN TRANSACTIONS

METAL MANAGEMENT

Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger or consolidation or sale of substantially all of a corporation’s assets or dissolution requires the approval of the board of directors and approvals by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.

Metal Management’s Certificate of Incorporation does not contain a provision with respect to the vote required to complete a merger or consolidation or sale of substantially all of its assets or dissolution.

SIMS

The Corporations Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require the approval of (i) more than 50% of the creditors or shareholders present and voting at the meeting who represent 75% of the total debts or nominal value of the shares of those present and voting at the meeting; and (ii) the court.

Once such scheme of arrangement is approved, sanctioned and becomes effective, all share owners and creditors of the relevant class, including any dissenting shareholders or creditors, are bound by the terms of such scheme.

There are also special voting requirements in relation to reductions of share capital and redemptions, which can be used to implement a merger transaction.

Under the listing rules of the ASX, any proposed disposal of a company’s main undertaking requires the approval of ordinary shareholders. Also, shareholder approval is generally required for any transaction which results in shares issued by the company in the preceding 12 months exceeding 15% of the number of shares on issue at the start of that 12 months unless one of the exceptions in the ASX listing rules applies (e.g. pro rata issue of shares to shareholders, shares issued in a scrip takeover, or shares issued pursuant to an employee incentive scheme, by way of dividend reinvestment or in a small-scale fundraising to existing shareholders). Similarly, any share transaction which results in a person and its associates having voting power in more than 20% of the company’s shares (or increasing their voting power starting from a point above 20%) may only proceed under one of the exceptions in s.611 of the Corporations Act (which include by way of nonassociated shareholder approval of the transaction or by regulated takeover bid/scheme of arrangement).

Also, see “Description of Ordinary Shares — Restrictions on Takeovers.”

137

BOARD OF DIRECTORS Size and Classification of Board of Directors

METAL MANAGEMENT

Metal Management’s By-laws provide that the Metal Management board of directors shall establish the number of directors who serve on its board from time to time. The current number of directors has been established at five. Directors are elected at each annual meeting of Metal Management’s stockholders to hold office until the next annual meeting. Each director of the Company holds office until his successor is elected and qualified or until his earlier death, resignation or removal.

SIMS

Under the listing rules of the ASX, Sims’s directors are elected for three year terms and must retire from office or seek re-election by no later than the third annual general meeting following such director’s election or three years, whichever is longer. The foregoing does not apply to Sims’s managing director/chief executive officer.

The number of director slots up for election at an annual general meeting depends upon the number of directors due to retire or seeking re-election that year. However, Sims’s constitution provides that, unless otherwise determined by a resolution of the Sims board of directors while Sims is listed on the ASX, at least one director must retire from office at each annual general meeting, unless there has been an election of directors earlier that year. If no director is required to retire at the annual general meeting due to having been in office for 3 years or due to being appointed that year, the director required to retire will be the one who has been longest in office since his or her last election.

Election

METAL MANAGEMENT

Delaware law provides that, unless its certificate of incorporation or the bylaws specify otherwise, a corporation’s directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Each Metal Management share carries one vote per director to be elected. Holders of Metal Management common stock are not entitled to cumulate their votes in the election of directors.

SIMS

Directors are elected by an ordinary resolution of the holders of Sims ordinary shares. However, the Sims board of directors has the power to appoint any other person as a director either to fill a casual vacancy (on retirement of a director or where the maximum allowable number of directors has not been appointed). Directors appointed in this manner, other than Sims’s managing director/chief executive officer, must retire from office at (and will be eligible for reelection) at the next annual general meeting.

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Standard of Conduct for Directors

METAL MANAGEMENT

Delaware law does not contain any specific provisions setting forth the standard of conduct of a director. Thus, the scope of the fiduciary duties of Metal Management’s board is determined by the courts of the State of Delaware.

The board of directors is responsible for managing the business and affairs of a corporation under Delaware law. In discharging that responsibility, directors of Delaware corporations owe a duty of care and a duty of loyalty to the corporation, as well as to its stockholders. The Delaware courts have made clear that directors are required to exercise an informed business judgment in the performance of their duties. To do so, directors must have informed themselves of all material information reasonably available to them. In general, directors have a duty to act in a manner they reasonably believe to be in the best interests of the stockholders.

SIMS

Under Australian law, the directors of Sims have certain fiduciary and other obligations to Sims. These fiduciary obligations include: a duty to act in good faith in the interests of the company; a duty to act for a proper purpose; a duty not to fetter his or her discretion; a duty to exercise care, skill and diligence; a duty to avoid conflicts of interest; a duty not to use the position to his or her advantage and a duty not to misappropriate Sims’s property.

In addition to these general duties, the Corporations Act and other legislation impose a number of specific duties on directors.

Removal

METAL MANAGEMENT

Metal Management’s By-laws provide that, unless otherwise restricted by statute, by Metal Management’s Certificate of Incorporation or by its By-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Also, Metal Management’s By-laws provide that no reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

SIMS

Under the Corporations Act and Sims’s constitution, shareholders may remove a director at any time and for any reason by passing an ordinary resolution at a general meeting. Notice of the intention to move the resolution must be given to Sims at least two months before the meeting is to be held. However, if Sims calls a meeting after the notice of intention is given, the meeting may pass the resolution even though the meeting is held less than two months after the notice of intention is given.

139

Vacancies

METAL MANAGEMENT

Metal Management’s By-laws provide that when one or more directors resign and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Metal Management’s By-laws also provide that, unless otherwise provided in its Certificate of Incorporation or its By-laws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

SIMS

Sims’s constitution provides that the directors may appoint someone as director either to fill a vacancy or as an addition to the Sims board of directors when the maximum number of director slots have note been filled. Any director appointed in this way must retire from office (and will be eligible for re-election) at the next annual general meeting following his or her appointment.

Sims’s constitution provides that a director will be removed from his or her position as director (i) if such director is an executive director and his or her employment agreement with Sims terminates for any reason; or (ii) when the director (a) is declared bankrupt; (b) becomes of unsound mind; (c) is prohibited from being a director in accordance with the listing rules of the ASX or the Corporations Act; (d) resigns; or (e) fails to attend board meetings for a continuous period of six months without leave.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of Metal Management’s Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

(iii) Vacancies and newly created directorships resulting from an increase in the authorized number of directors due to the amendment of Metal Management’s By-Laws by a vote of the board of directors pursuant to Metal Management’s Certificate of Incorporation may be filled by a majority of the directors then in office.

140

Director Liability and Indemnification

METAL MANAGEMENT

Metal Management’s Certificate of Incorporation provides that no director will be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty, except for breaches of the director’s duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, willful or negligent violation of provisions of the DGCL governing payment of dividends and stock purchases or redemptions, or any transaction from which the director derived an improper personal benefit.

Delaware law provides that a corporation may indemnify a person who is made a party to any third party suit or proceeding on account of being a director, officer, employee or agent of the corporation against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement reasonably incurred by him in connection with the action, through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the officer or director:(1) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (2) in a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

SIMS

The Corporations Act prohibits a company from indemnifying its directors for liabilities (i) owed to the company or a related body corporate; (ii) for a pecuniary penalty order or a compensation order; or (iii) that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

The Corporations Act prohibits a company from indemnifying its directors and officers for legal costs in specific circumstances, such as when the costs are incurred in defending proceedings in which the person is found to have a liability for which the company could not indemnify the person under the above principle, or in defending or resisting criminal proceedings in which the person is found guilty or in connection with relief proceedings in which the court denies the relief.

Payments by a company of insurance premiums that cover conduct involving a wilful breach of duty or a breach of certain statutory director duties is also prohibited under the Corporations Act.

Metal Management’s Certificate of Incorporation states that Metal Management will indemnify its directors, officers, employees and agents to the fullest extent permitted by Delaware law.

141

STOCKHOLDER DERIVATIVE SUITS AND CLASS ACTION SUITS

METAL MANAGEMENT

Under Delaware law, stockholders may bring derivative actions on behalf of the corporation to enforce the rights of the corporation. Prior to bringing an action, a stockholder plaintiff is required to make a demand on the directors of the corporation to assert the claim, unless it is able to show that making such a demand would be futile.

The complaint must:

(1) state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and

(2) (a) allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors; or

(b) state the reasons for the plaintiff’s failure to obtain the action or for not making the effort.

Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

An individual may also commence a class action suit on behalf of himself and other similarly situated stockholders where the requirements for maintaining a class action under Delaware law have been met.

SIMS

Under common law, Sims’s shareholders have only a very limited potential right to bring a common law action on behalf of Sims.

Under the Corporations Act, a statutory derivative action may be instituted by a Sims shareholder, a former Sims shareholder or a person entitled to be registered as a Sims shareholder. Leave of the court is required in order to bring a statutory derivative action. Such leave will be granted if (i) it is probable that Sims will not institute the proceedings or properly take responsibility for them; (ii) the petitioner is acting in good faith; (iii) such action is in Sims’s best interests; (iv) there is a serious question to be tried pursuant to such action; and (v) either (a) at least 14 days before instituting the action, the petitioner provided Sims with written notice of its intention to apply for leave and of the reasons for bringing the action; or (b) it is otherwise appropriate for the court to grant leave.

Also, a shareholder of an Australian company potentially has a range of legal avenues available to him or her, including (i) statutory remedies for misleading and deceptive conduct under (a) the Trade Practices Act 1974 , (b) Section 12DA of the Australian Securities and Investments Commission Act 2001, (c) Section 728 of the Corporations Act and (d) Section 1041 H of the Corporations Act; (ii) tortious rights in relation to negligent misstatements by such company; (iii) rights in relation to breaches of the continuous disclosure rules of the Corporations Act under Section 674(2); (v) injunctive relief and damages available if the shareholder’s interests are affected by such company’s contravention of the Corporations Act under Section 1324; and (vi) proceedings to enforce such company’s compliance with the listing rules of the ASX under Section 793C.

142

BUSINESS COMBINATIONS WITH AN INTERESTED STOCKHOLDER

METAL MANAGEMENT

Section 203 of the DGCL prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions, by a corporation or a subsidiary with an “interested stockholder” who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity became an interested stockholder, unless:

SIMS

Generally, a company listed on the ASX may not acquire a substantial asset from, or dispose of a substantial asset to, a person who (together with associates) controls more than 10% of such company’s voting shares, unless such transaction has been approved by such company’s shareholders.

(1) the transaction that caused the person to become an interested stockholder was approved by the board of directors of the target prior to the transaction;

(2) after completion of the transaction in which the person became an interested stockholder, the interested stockholder held at least 85% of the voting stock of the corporation not including(a) shares held by officers and directors and(b) shares held by specified employee benefit plans; or

(3) after the person became an interested stockholder, the business combination was approved by the board and holders of at least 66[2] ⁄3% of the outstanding voting stock, excluding shares held by the interested stockholder.

The merger is not governed by the limitations set forth in Section 203. The Metal Management board of directors has unanimously approved and adopted the merger and the merger agreement.

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DISCLOSURE OF INTERESTS

METAL MANAGEMENT

Acquirers of Metal Management common stock are subject to disclosure requirements under Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder, which provide that any person who becomes the beneficial owner of more than 5% of the outstanding Metal Management common stock must, within 10 days after such acquisition:

(1) file a Schedule 13D with the SEC disclosing specified information; and

SIMS

The Corporations Act provides that where a person holds a “substantial holding” in a company listed on the ASX, he or she must give notice of such holding to the company and to the ASX.

A person is considered to hold a “substantial holding” when the total votes attaching to such person’s (and his or her associate’s) voting shares totals 5% or more of the total votes attached to the voting shares in the company.

(2) send a copy of the Schedule 13D to Metal Management and to each securities exchange on which Metal Management common stock is traded.

Under the listing rules of the ASX, a listed company is required to disclose its directors’ security holdings in the company.

Metal Management is required by the rules of the SEC to disclose in the proxy statement relating to its annual meeting of stockholders the identity and number of shares of Metal Management common stock beneficially owned by:

A listed company is required, in its annual report to shareholders, to disclose the remuneration paid during the year to each of its directors and its five highest paid executives.

(1) each of its directors;

(2) all individuals serving as its principal executive officer;

(3) all individuals serving as its principal financial officer;

(4) Its three most highly compensated executive officers other than its principal executive officer(s) and principal financial officer(s);

(5) all of its directors and executive officers as a group; and

(6) any beneficial owner of 5% or more of the Metal Management common stock of whom it is aware.

144

ENFORCEMENT OF CIVIL LIABILITIES AGAINST NON-UNITED STATES PERSONS AND ENFORCEABILITY OF JUDGMENTS

METAL MANAGEMENT

Metal Management is a U.S. corporation incorporated under the laws of Delaware and has substantial assets located in the United States. As a result, investors generally can initiate lawsuits in the United States against Metal Management and its directors and officers and can enforce lawsuits based on U.S. federal securities laws in U.S. courts.

SIMS

Sims is an Australian corporation. Many of the directors and officers of Sims following the merger will be residents of jurisdictions outside the United States. Following the completion of the merger, Sims Metal Management’s corporate headquarters will be located in New York, New York and its operational headquarters will be located in Chicago, Illinois; however, a significant proportion of Sims Metal Management’s assets and a large proportion of the assets of certain of its directors and officers will be located outside of the United States.

As a result of the foregoing, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the United States federal securities laws: (i) to effect service within the United States upon Sims Metal Management and Sims Metal Management’s directors and officers that are located outside the United States; (ii) to enforce in U.S. courts or outside the United States, judgments obtained against those persons in U.S. courts; (iii) to enforce, in U.S. courts, judgments obtained against those persons in courts in jurisdictions outside the United States; and (iv) to enforce against those persons in Australia, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the United States federal securities laws.

SHORT-SWING PROFITS

METAL MANAGEMENT

Directors and officers of Metal Management are governed by rules under the Exchange Act that may require directors and officers to forfeit to Metal Management any “short-swing” profits realized from purchases and sales, as determined under the Exchange Act and the rules thereunder, of Metal Management equity securities.

SIMS

Directors, officers and principal shareholders of Sims Metal Management will not be subject to the Exchange Act’s “short-swing” profit rules, because Sims Metal Management will be a foreign private issuer under the Exchange Act.

However, directors of Sims Metal Management will be subject to applicable Australian and U.S. laws prohibiting insider trading. These laws generally apply to prohibit (subject to exceptions) any person who possesses price sensitive information relating to Sims Metal Management or its securities from buying or selling those securities or procuring others to do so, or from communicating the information to third parties.

145

PROXY STATEMENTS AND REPORTS

METAL MANAGEMENT

Under the Exchange Act proxy rules, Metal Management must comply with notice and disclosure requirements relating to the solicitation of proxies for stockholder meetings.

SIMS

As a foreign private issuer, Sims Metal Management will not be governed by the proxy rules under the Exchange Act. However, Sims Metal Management will be governed by the Corporations Act, which provides that notice of a general meeting of the company must be given to shareholders at least 28 days before the date of the meeting. The notice must specify the date, time and place of the meeting and state the general nature of the business to be transacted in the meeting.

REPORTING REQUIREMENTS

METAL MANAGEMENT

As a U.S. public company, Metal Management must file with the SEC, among other reports and notices:

(1) an Annual Report on Form 10-K within 60 days after the end of a fiscal year;

(2) a Quarterly Report on Form 10-Q within 40 days after the end of a fiscal quarter; and

SIMS

Since Sims Metal Management will become a foreign private issuer and, following the completion of the merger, its securities will be quoted on the NYSE and registered under Section 12 of the Exchange Act, Sims Metal Management will be required to publicly file with the SEC annual reports on Form 20-F within six months after the end of each fiscal year and reports on Form 6-K.

(3) Current Reports on Form 8-K upon the occurrence of important corporate events, in most instances, within 4 business days after the occurrence of such important corporate event.

In addition, the listing rules of the ASX generally require Sims to disclose immediately to ASX any information concerning Sims that a reasonable person would expect to have a material effect on the price or the value of its shares or options.

EXCHANGE CONTROLS AND OTHER LIMITATIONS

The Australian Banking (Foreign Exchange) Regulations and other Australian legislation and regulations control and regulate, or permit the control and regulation of, a broad range of payments and transactions involving non-residents of Australia. Sims is not restricted from transferring funds from Australia or placing funds to the credit of non-residents of Australia subject to:

• withholding for Australian tax due in respect of dividends (to the extent they are unfranked or not paid out of foreign conduit income) and interest and royalties paid to non-residents of Australia; and

• a requirement for approval from the Reserve Bank of Australia or in some cases the Minister for Foreign Affairs for certain payments or dealings in or out of Australia to or on behalf of:

• members of the previous government of Iraq, its senior officials and their immediate families;

• certain supporters of the former government of the Federal Republic of Yugoslavia;

• the Taliban or any undertaking owned or controlled directly or indirectly by the Taliban and certain other named terrorist organizations and individuals; or

• certain ministers and senior officials of the Government of Zimbabwe.

This list is subject to change from time to time.

Accordingly, at the present time, remittance of dividends on Sims ordinary shares, represented by Sims ADSs, to the depositary is not subject to exchange controls.

There are no limitations, either under Australian law or under the constitution of Sims, on the right to hold or vote Sims ordinary shares, represented by Sims ADSs, other than under the Australian Foreign Acquisitions and Takeovers Act of 1975 and the Corporations Act insofar as such laws apply.

146

LEGAL MATTERS

The validity of the Sims ADSs offered by this proxy statement/prospectus and the Sims ordinary shares they represent will be passed upon for Sims by Baker & McKenzie LLP, Sydney, Australia and Chicago, Illinois. In addition, certain United States federal income tax consequences relating to the transaction will be passed upon for Metal Management by King & Spalding LLP, New York, New York.

EXPERTS

The consolidated financial statements of Sims and its subsidiaries as of June 30, 2007 and 2006, and for each of the three years in the period ended June 30, 2007 included in this proxy statement/prospectus have been included in reliance on the report of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting.

The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) of Metal Management incorporated in this proxy statement/prospectus by reference to Metal Management’s Annual Report on Form 10-K for the year ended March 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting.

The combined statements of operations and cashflows of Hugo Neu Schnitzer East, Hugo Neu Proler Company and Hugo Neu Schnitzer Global Trade LLC, collectively the Hugo Neu Recycling Entities, for the two month period ended October 31, 2005 included in this proxy statement/prospectus have been included in reliance on the report of PricewaterhouseCoopers LLP, independent auditors, given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

Metal Management files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, statements or other information filed by Metal Management at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy statements and other information regarding issuers, including Metal Management, who file electronically with the SEC. The address of that site is www.sec.gov.

Metal Management’s SEC filings are also available at the office of the NYSE. Please call 212-656-5060 for further information on obtaining copies of Metal Management’s public filings at the NYSE.

Sims has filed a registration statement on Form F-4 to register with the SEC the Sims ordinary shares underlying the Sims ADSs to be issued to Metal Management stockholders in the merger. This proxy statement/prospectus forms a part of that registration statement and constitutes a prospectus of Sims, in addition to being a proxy statement of Metal Management for its special meeting. The registration statement, including exhibits, contains additional relevant information about Metal Management and Sims. As allowed by SEC rules, this proxy statement/prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement.

The SEC allows Metal Management to “incorporate by reference” information into this proxy statement/ prospectus. This means that Metal Management can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that Metal Management has previously filed with the SEC. They contain important information about Metal Management and the financial condition of the company.

147

Metal Management SEC Filings (File No. 001-33044) Period Annual Report on Form 10-K Year ended March 31, 2007 and filed on May 24, 2007 Quarterly Reports on Form 10-Q Quarterly Periods ended June 30, 2007, September 30, 2007 and December 31, 2007, filed on August 2, 2007, November 6, 2007 and February 6, 2008, respectively Current Reports on Form 8-K (in each case with Filed on May 9, 2007; May 9, 2007; May 24, 2007 respect to information filed and not furnished) (except for Item 2.02 of such Form 8-K); June 11, 2007; June 13, 2007; July 30, 2007 (except for Item 2.02 of such Form 8-K); August 1, 2007; August 2, 2007; September 24, 2007; and November 9, 2007 Proxy Statement on Schedule 14A for Metal Filed on July 30, 2007 Management’s 2007 Annual Meeting of Stockholders

In addition, Metal Management incorporates by reference additional documents that it may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date of the Metal Management special meeting. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Metal Management has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Metal Management, and Sims has supplied all information contained in this proxy statement/prospectus relating to Sims and MMI Acquisition Corporation. You can also find information about Metal Management and Sims at their Internet websites at www.mtlm.com and www.sims-group.com . Information contained on their websites does not constitute part of this proxy statement/prospectus.

You can obtain any of the documents that Metal Management has filed with the SEC through Metal Management or from the SEC through the SEC’s website at www.sec.gov . These documents are available from Metal Management without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. Metal Management stockholders may request a copy of such documents as follows:

Georgeson Inc. 17 State Street New York, New York 10004 Telephone: (866) 288-2196 Facsimile: (212) 440-9009

In order for you to receive timely delivery of the documents in advance of the Metal Management special meeting, Metal Management should receive your request no later than March 7, 2008.

Metal Management and Sims have not authorized anyone to give any information or make any representation about the merger or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus is accurate only as of the date of this document unless the information specifically indicates that another date applies.

148

CONSOLIDATED FINANCIAL STATEMENTS

Index

SIMS GROUP LIMITED	Page
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-2
Consolidated Statements of Operations for the years ended June 30, 2007, 2006 and 2005. . . . . . . . . . .	F-3
Consolidated Balance Sheets at June 30, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005 . . . . . . . . . .	F-5
Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2007, 2006 and 2005 . . .	F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-7
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts for the years ended June 30, 2007, 2006 and 2005
(See Note 4)
Schedules not listed above have been omitted because they are not required or they are inapplicable.
HUGO NEU RECYCLING ENTITIES
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-38
Combined Statement of Operations for the two-month period ended October 31, 2005. . . . . . . . . . . . . .	F-39
Combined Statement of Cash Flows for the two-month period ended October 31, 2005 . . . . . . . . . . . . .	F-40
Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-41

F-1

Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders of Sims Group Limited:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Sims Group Limited and its subsidiaries (‘the Company’) at June 30, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers

Sydney, Australia 27 November 2007

F-2

SIMS GROUP LIMITED.

CONSOLIDATED STATEMENTS OF OPERATIONS

Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses: Cost of sales excluding depreciation . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . . . Depreciation and amortization expense. . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from joint ventures . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and other income. . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes. . . . . . . . . . . . . . . . . . . . . Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings Per Share: Basic Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . Weighted average number of shares: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends paid per share. . . . . . . . . . . . . . . . . . .

Years Ended June 30,

See accompanying notes to consolidated financial statements

F-3

SIMS GROUP LIMITED.

CONSOLIDATED BALANCE SHEETS

ASSETS Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets Investments in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefit assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Current liabilities Trade and other accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingencies (note 11) Shareholders’ equity Ordinary shares (125,851,663 and 124,317,284 shares outstanding at June 30, 2007 and 2006 respectively, of no par value, net of 191,348 and 187,164 shares issued under the executive long-term incentive plan at June 30, 2007 and 2006 respectively.) . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . .

2007 2006 As of June 30, (In thousands of Australian dollars, except share amounts) $ 36,795 $ 13,542 350,181 338,986 359,316 328,659 14,467 10,496 14,798 903 775,557 692,586 58,575 52,336 531,918 513,484 8,819 588 50,641 23,128 93,988 101,239 459,537 418,018 1,203,478 1,108,793 $1,979,035 $1,801,379 $ 378,180 $ 344,162 492 1,263 35,403 19,292 16,754 19,388 7,012 2,389 437,841 386,494 339,538 302,528 82,397 57,326 18,892 19,570 — 3,735 440,827 383,159 $ 878,668 $ 769,653 $ 728,378 $ 693,679 (68,297) (2,387) 440,286 340,434 1,100,367 1,031,726 $1,979,035 $1,801,379

See accompanying notes to consolidated financial statements

F-4

SIMS GROUP LIMITED.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities Receipts from customers (inclusive of goods and services tax) . . . Payments to suppliers and employees (inclusive of goods and services tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . Cash flows from investing activities Purchases of property and equipment. . . . . . . . . . . . . . . . . . . . . . Loans advanced to joint ventures. . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of property and equipment . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . Cash flows from financing activities Issuance of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of shares. . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . Net increase/(decrease) in cash and cash equivalents . . . . . . . . Cash and cash equivalents at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effects of exchange rate changes on cash and cash equivalents . . . Cash and cash equivalents at the end of the financial year. . . .

2007 2006 2005 Years Ended June 30, (In thousands of Australian dollars) $ 5,501,731 $ 3,575,996 $ 2,513,425 (5,028,883) (3,265,166) (2,237,626) 472,848 310,830 275,799 2,187 1,951 400 (30,405) (18,360) (5,834) (132,161) (88,591) (79,150) 312,469 205,830 191,215 (88,890) (74,118) (60,963) — — (2,027) (147,107) (28,515) (54,694) 8,082 1,880 3,980 (227,915) (100,753) (113,704) 940,339 337,801 178,705 (883,497) (363,988) (112,096) 1,872 1,309 — (120,026) (113,292) (118,412) (61,312) (138,170) (51,803) 23,242 (33,093) 25,708 13,542 44,263 18,515 11 2,372 40 $ 36,795 $ 13,542 $ 44,263

See accompanying notes to consolidated financial statements

F-5

SIMS GROUP LIMITED.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Balance at June 30, 2004 . . . . . . . . . . . . Dividends Paid . . . . . . . . . . . . . . . . . . . . . Comprehensive income: Net income. . . . . . . . . . . . . . . . . . . . . . Net foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . Total Comprehensive income . . . . . . . . . . Balance at June 30, 2005 . . . . . . . . . . . . Dividends Paid . . . . . . . . . . . . . . . . . . . . . Issuance of share on incorporation of Sims Group Limited . . . . . . . . . . . . . . . . . . . Issuance of shares in connection with exercise of share options . . . . . . . . . . . . Issuance of restricted shares/performance rights . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of shares for acquisition of former Hugo Neu entities . . . . . . . . . . . Issuance of shares under the dividend reinvestment plan . . . . . . . . . . . . . . . . . Share-based payment expense . . . . . . . . . . Comprehensive income: Net income. . . . . . . . . . . . . . . . . . . . . . Net foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . Total Comprehensive income . . . . . . . . . . Balance at June 30, 2006 . . . . . . . . . . . . Dividends Paid . . . . . . . . . . . . . . . . . . . . . Issuance of shares in connection with exercise of share options . . . . . . . . . . . . Issuance of restricted shares/performance rights . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of shares under the dividend reinvestment plan . . . . . . . . . . . . . . . . . Share-based payment expense . . . . . . . . . . Comprehensive income: Net income. . . . . . . . . . . . . . . . . . . . . . Net foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . Total Comprehensive income . . . . . . . . . . Balance at June 30, 2007 . . . . . . . . . . . .	Ordinary Shares Outstanding Ordinary Shares Amount Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity (In thousands of Australian dollars, except share amounts) 91,086,086 $220,665 $ 206,946 $ 5,686 $ 433,297 — — (118,412) — (118,412) — — 189,082 — 189,082 — — — (24,766) (24,766) 164,316 91,086,086 220,665 277,616 (19,080) 479,201 — — (128,310) — (128,310) 1 — — — — 193,798 1,309 — — 1,309 43,799 — — — — 32,137,071 454,164 — — 454,164 856,529 15,017 — — 15,017 2,524 — — 2,524 — — 191,128 — 191,128 — — — 16,693 16,693 207,821 124,317,284 693,679 340,434 (2,387) 1,031,726 — — (150,022) — (150,022) 127,361 1,872 — — 1,872 23,983 — — — — 1,383,035 29,996 — — 29,996 2,831 — — 2,831 — — 249,874 — 249,874 — — — (65,910) (65,910) 183,964 125,851,663 $728,378 $ 440,286 $(68,297) $1,100,367	Total Shareholders’ Equity

See accompanying notes to consolidated financial statements

F-6

SIMS GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Summary of Significant Accounting Policies

Business

Sims Group Limited (“Sims” or the “Company”) is a publicly listed company on the Australian Securities Exchange based in Sydney, Australia. Sims, in the belief of Sims’s management, is one of the world’s largest metals recycling companies on the basis of its market capitalization and the size and scope of its operations. Sims operates two primary businesses, Metal Recycling and Sims Recycling Solutions. Sims’s Metal Recycling business collects, processes and markets ferrous and non-ferrous metals. Sims has significant positions in the metals recycling markets of Australasia, the east and west coasts of the United States, and the United Kingdom. Sims also has a strategic network of trading offices in Asia. Through its Sims Recycling Solutions business, Sims is an emerging global “e-recycler” of information technology equipment and electrical and electronic consumer goods, with established operations in the United Kingdom, Continental Europe and North America and a developing presence in the Asia Pacific region.

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America, which is referred to as U.S. GAAP. All significant intercompany accounts, transactions and income have been eliminated.

Uses of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company reviews its estimates and assumptions on an on-going basis. Actual results could differ from these estimates.

Translation of Foreign Currencies

The consolidated financial statements are presented in Australian dollars, which is Sims’s functional and presentation currency. The assets and liabilities of the Company’s foreign subsidiaries are denominated in each country’s local currency and translated at the year-end rate of exchange. The related statement of operations and cash flow items are translated at the average rate of exchange for the year. The resulting translation adjustments are excluded from income and reflected as a separate component of shareholders’ equity. Realized and unrealized exchange gains or losses arising from transaction adjustments are reflected in the consolidated statement of operations within general and administrative expense.

Revenue Recognition

The Company’s primary source of revenue is from the sale of processed ferrous and non-ferrous scrap metals. The Company also generates revenues from the collection of end-of-life post customer products for the purposes of recycling and from miscellaneous other sources.

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition.” Revenues from ferrous and non-ferrous metal recycling sales are recognized when the goods have been dispatched to a customer pursuant to a sales order, when associated risks have passed to the customer and when the amount of revenue can be reliably measured. Where estimates are used, these are based on historical outcomes taking into consideration the type of customer, the product type sold and the specifics of each arrangement. Revenues from services are recognized when the service has been provided. Service revenue received in advance of the service being rendered is deferred. Sales adjustments related to returns, trade allowances, rebates and amounts collected on behalf of third parties are accrued against revenues as incurred.

F-7

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Government grants are recognized at their fair value when there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in the statement of operations over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to the purchase of property and equipment are included in current liabilities as deferred income and are credited to the consolidated statement of operations on a straight line basis over the expected lives of the related assets.

Freight Costs

The Company classifies shipping and handling costs billed to customers as revenues and the related costs incurred as a component of cost of sales excluding depreciation.

Share-Based Compensation

On July 1, 2004, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share- Based Payments (revised 2004)” (“SFAS No. 123R”), which requires all employee share-based payments to be accounted for under the fair value method. The Company elected to use the modified prospective method of adoption whereby prior periods were not restated for comparative purposes. There was no transition adjustment on adoption of SFAS No. 123R.

Prior to July 1, 2004, the Company accounted for share-based compensation using SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures.”

Comprehensive Income

Comprehensive income is reported on the consolidated statement of shareholders’ equity and consists of net income and other gains/losses affecting shareholders’ equity that, under generally accepted accounting principles are excluded from net income. For the Company, the only such items are the foreign exchange effects of translating foreign subsidiaries.

Equity Method Investments

Where the Company has an investment, including investment in joint ventures, with significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights, the equity method of accounting is applied.

Under the equity method of accounting, the Company’s share of its investees’ post-acquisition income or losses is recognised in the statement of operations net of tax, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income of the Company. Dividends received from equity method investees reduce the carrying amount of the investment.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within current liabilities on the balance sheet where they are repayable on demand. The carrying amount of cash and cash equivalents approximates fair value.

Trade and Other Receivables

Accounts receivable represents amounts due from customers on product and other sales. Accounts receivables are due for settlement no more than 90 days from the date of recognition. The carrying amount of accounts receivable approximates fair value.

F-8

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

An allowance for uncollectible accounts receivable is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the customer, the probability that the customer will enter bankruptcy or financial reorganization, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the accounts receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the allowance is recognized in the consolidated statement of operations under the heading general and administration expenses.

Inventories

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and market value. Cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure. Costs are assigned to inventory on the basis of first-in first-out or weighted average costs depending on the nature of the inventory.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Cost includes expenditure that is directly attributable to the acquisition and installation of the items including an estimate of the cost of restoration or removal if that cost can be reliably estimated where the Company has an obligation for removal of the asset or restoration of the site. Interest is capitalized on qualifying assets. Major rebuilds and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation expense is determined for financial reporting purposes using the straight-line method based on estimated useful lives of 25 to 40 years for buildings and 3 to 14 years for plant and equipment. Leasehold improvements are depreciated over the term of the related lease, generally 5 to 15 years. Land is not depreciated. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded in the consolidated statement of operations.

Derivative Financial Instruments

The Company uses forward exchange contracts and forward commodity contract derivative instruments to manage commodity and foreign exchange risk. These instruments do not qualify for hedge accounting and are accounted for at fair value, with gains and losses recorded in net income/(loss) for the year under the heading cost of sales excluding depreciation.

Goodwill and other intangibles

Goodwill is the excess of the acquisition cost of an acquired entity over the fair value of identifiable net assets acquired. The company accounts for its goodwill and other intangibles under SFAS No. 142 “Goodwill and Other Intangibles” (“SFAS No. 142”). Pursuant to the provisions of SFAS No. 142, goodwill is not amortized, but is subject to an impairment test annually, or earlier if certain events occur indicating that the carrying value of goodwill may be impaired. Each year, the Company tests for impairment of goodwill using a two-step approach. In the first step, the Company estimates the fair value of its reporting units using the present value of future cash flows. If the carrying amount exceeds the fair value, the second step is performed to measure the amount of the impairment loss. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step reduced by the fair values of other tangible and intangible assets of the reporting unit. An impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value of goodwill, not exceeding the carrying amount of the goodwill. At June 30, 2007, the Company determined that no impairment existed as a result of its annual impairment test.

The Company’s intangible assets with definite lives are amortized over the lives of the respective relationships or agreements on a straight-line basis. The Company’s other intangible assets with indefinite

F-9

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

lives, including permits, are not amortized but are also tested for impairment at least annually or as events and circumstances arise which may trigger impairment. The impairment test consists of a comparison of the fair value of the intangible assets to their carrying amount.

Impairment of Long-Lived Assets

The Company periodically evaluates the recoverability of its long-lived assets (including definite-lived intangible assets) in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of LongLived Assets” (“SFAS No. 144”). Such assets are evaluated for impairment whenever events or circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable. Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value of such asset. If such impairment exists, the impairment to be recognized is equal to the amount by which the carrying amount of the assets exceeds its estimated fair value using a discounted cash flow analysis.

Leases

Leases in which a significant portion of the benefits and risks of ownership are not transferred to the Company as lessee are classified as operating leases.

Income Taxes

Income taxes are accounted for under the asset and liability method prescribed by SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company assesses the realizability of deferred tax assets based on whether management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded for the portion of the deferred tax assets that are not expected to be realized based on the level of historical taxable income or projections for future taxable income over the periods in which the temporary differences are deductible.

Accrued Liabilities

Accruals are recognized when the Company has a present legal obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Accruals are not recognized for future operating losses.

The Company provides for costs of restoration or removal in relation to its property and equipment when it has a legal or constructive obligation. These costs include obligations relating to the dismantling, removal, remediation, restoration and other expenditure associated with property and equipment. Restoration accrued liabilities are initially recorded when a reliable estimate of the costs to be incurred can be determined, discounted to present value. Estimates are based upon a review of lease contracts, legal requirements, historical information and expected future costs. Any changes to these estimates are adjusted on a progressive basis as required. Where restoration costs are incurred due to the acquisition, construction or development of property and equipment, the accrual is raised and recorded at that time as part of the cost of the asset, where the cost is reliably measurable.

F-10

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employee Entitlements

Wages and salaries, vacation and sick leave: Liabilities for wages and salaries, including non-monetary benefits, vacation and accumulating sick leave expected to be settled within 12 months of the reporting date are recognized in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognized when the leave is taken and measured at the rates paid or payable.

Long service leave: The liability for long service leave is recognized in other accrued liabilities and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Retirement benefit obligations: Employees of the Company are entitled to benefits from superannuation plans on retirement, disability or death. The plans have both defined benefit sections and defined contribution sections within its plans. The defined benefit section provides defined lump sum benefits based on years of service and final average salary. The defined contribution section receives fixed contributions from the Company and the Company’s legal or constructive obligation is limited to these contributions. A liability or asset in respect of defined benefit superannuation plans is recognized in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation fund’s assets at that date and any unrecognized past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated annually by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds (to the extent there is a deep and liquid market in such instruments) or national government bonds, with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur directly in the statement of operations.

Past service costs are recognized immediately in income, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortized on a straight-line basis over the vesting period.

Contributions to the defined contribution fund are recognized as an expense as they become payable. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

Debt

Debt is classified as non-current liabilities as the Company has the unconditional right to defer settlement beyond 12 months.

Business Combinations

In accordance with SFAS No. 141, “Business Combinations” (“SFAS No. 141”), the Company is required to allocate the purchase price of acquired companies to the tangible assets and liabilities and identifiable

F-11

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

intangible assets acquired based on their estimated fair values. Any residual purchase price is recorded as goodwill. The determination of fair values requires the Company to make significant estimates and assumptions, especially with respect to cash flows related to intangible assets. The estimates are based on historical experience, in combination with information obtained from the management of the acquired companies, and the Company believes them to be reasonable at the time they are made. The Company also makes significant estimates when determining the useful lives of their intangible assets, based on the expected period over which the Company anticipates generating economic benefits from these assets.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and borrowings approximated their fair value at June 30, 2007 and 2006, respectively, due to the short-term nature of these instruments and the interest rates the Company could obtain for borrowings with similar terms.

Net Income per Share

Net income per share is based on the weighted-average number of ordinary shares and, when dilutive, includes share options.

Dividends

An accrual is made for the amount of any dividend determined or declared, being appropriately authorized and no longer at the discretion of the Company, on or before the end of the financial year but not distributed at balance date. Dividends are paid in Australian dollars.

Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes . ” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on the de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for the Company on July 1, 2007. Any differences between the amounts recognized in the consolidated balance sheet prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The Company is currently assessing the impact that FIN 48 will have on its consolidated financial statements.

In September 2006, the SEC issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to eliminate the diversity of practice in how public companies quantify financial statement misstatements. The Company adopted the provisions of SAB 108 on June 30, 2007. The adoption of SAB 108 did not have a material impact on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” (“SFAS No. 157”). This statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 157 will have a material impact on its consolidated financial statements.

F-12

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115. (“SFAS No. 115”) “SFAS No. 159 permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses, arising subsequent to adoption, are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.

NOTE 2 — Equity Method Investments

At June 30, 2007, investments in joint ventures was A$58.6 million, which primarily represented the Company’s 50% ownership interest in Richmond Steel Recycling Limited, 50% ownership interest in LMS Generation Pty Limited and 50% ownership interest in Sims Pacific Metals.

The following represents summarized financial information for all the Company’s joint ventures at 100% (in thousands of Australian dollars):

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Years Ended June 30,	Years Ended June 30,	Years Ended June 30,
	2007 $402,306 $ 28,145 . . . . . . . . . . . . . . . .	2006 2005 $352,040 $376,339 $ 24,946 $ 21,216 As of June 30,	2005
		2007 $143,090 $ 12,978	2006
			$133,416 $ 14,918

NOTE 3 — Earnings Per Share

The computation of basic and diluted earnings per share is as follows (in thousands of Australian dollars, except share and per share amounts):

Numerator: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Denominator: Weighted average ordinary shares outstanding, basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incremental common shares attributable to dilutive share options and unvested restricted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average ordinary shares outstanding, diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic income per share . . . . . . . . . . . . . . . . . . Diluted income per share. . . . . . . . . . . . . . . . .	Years Ended June 30,	Years Ended June 30,
	2007 $ 249,874 124,916,157 704,319 125,620,476 A$ 2.00 A$ 1.99	2006 $ 191,128 112,856,555 336,281 113,192,836 A$ 1.69 A$ 1.69	2005
			$ 189,082
			91,086,086 93,519
			91,179,605
			A$ 2.08
			A$ 2.07

Basic earnings per share is computed by dividing net income by the weighted average ordinary shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from the assumed exercise of share options, assumed vesting of restricted shares and assumed issuance of ordinary shares under the Sims Group Employee Share Scheme using the treasury stock method.

F-13

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 4 — Balance Sheet Information

Trade and Other Receivables, net

Trade and other receivables consist of the following categories at June 30 (in thousands of Australian dollars):

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other receivables and deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax paid in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $277,355 (1,760) 275,595 34,980 13,405 26,201 $350,181	2006
		$292,426 (3,051)
		289,375 31,080 15,396 3,135
		$338,986

Allowance for Doubtful Accounts

The change in the allowance for doubtful accounts for the years ended June 30. 2007, 2006 and 2005 is as follows (in thousands of Australian dollars):

Year Ended June 30, 2005 . . . . . . . . . . . . . . . . Year Ended June 30, 2006 . . . . . . . . . . . . . . . . Year Ended June 30, 2007 . . . . . . . . . . . . . . . .	Balance at Beginning of Period $ 651 $2,056 $3,051	Charged to Costs and Expenses $1,630 $ 986 $ 785	Charged to Other Accounts $ 219 $ 624 $(1,291)	Deductions, Net of Recoveries $(444) $(615) $(785)	Balance at End of Period
					$2,056 $3,051 $1,760

Inventories

Inventories for all periods presented are stated at the lower of cost and market value. Cost is determined principally on the average cost method. Inventories consist of the following categories at June 30 (in thousands of Australian dollars):

ustralian dollars):
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stores and spare parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $125,351 27,032 206,933 $359,316	2006
		$ 93,692 21,586 213,381
		$328,659

F-14

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and Equipment

Property and equipment consists of the following at June 30 (in thousands of Australian dollars):

Freehold land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less — accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $ 158,496 110,213 35,698 529,416 35,313 (337,218) $ 531,918	2006
		$ 159,423 82,863 32,725 486,010 78,073
		(325,610)
		$ 513,484

Depreciation expense was A$49.2 million, A$38.9 million and A$30.8 million for the years ended June 30, 2007, 2006 and 2005, respectively. Interest capitalized for qualifying assets was A$0.6 million, A$1.4 million and nil for the years ended June 30, 2007, 2006 and 2005, respectively.

Other Accrued Liabilities

Other accrued liabilities consist of the following at June 30 (in thousands of Australian dollars):

Current Employee entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non current Employee entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $15,040 1,714 $16,754 2007 $ 9,678 9,214 $18,892	2006
		$16,414 2,974
		$19,388
		2006
		$ 9,024 10,546
		$19,570

NOTE 5 — Acquisitions

The Company accounts for acquisitions using the purchase method of accounting. The results of operations for companies acquired are included in the Company’s consolidated financial statements for periods subsequent to the date of the acquisition. With the exception of the acquisition of substantially all of the recycling operations of Hugo Neu Corporation, the effects of acquisitions on the Company’s consolidated financial statements were not significant. In each of these business combinations, goodwill has been recognized, primarily in relation to the acquisition of assembled workforces and integration synergies.

Fiscal 2007 acquisitions

On October 12, 2006 Sims Group UK Holdings Limited purchased the issued capital of Metall � Recycling GmbH with effect from October 1, 2006 for A$33.6 million. Additional consideration of up to A$9.3 million is payable if certain income targets are achieved in future periods. The business, located in Germany, is a specialist recycler of electrical and electronic equipment and a processor of non-ferrous metals

F-15

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

produced as a by-product of conventional scrap metal shredding plants. It utilizes technology to maximize the recovery of metallic and non-metallic materials.

On December 19, 2006 Sims Group UK Holdings Limited purchased the issued capital of Cymru Metals Recycling Ltd for A$18.7 million. The business, located in Wales in the United Kingdom, collects, processes and sells ferrous and non-ferrous materials and services customers throughout England and Wales.

On December 11, 2006 Sims Group Australia Holdings Limited purchased the assets and business of Maroochy Steel Supplies for A$1.4 million. The business is located in Queensland, Australia.

On January 31, 2007 Sims Group Australia Holdings Limited purchased the assets and business of Menzies Metals Recycling for A$6.4 million. Menzies Metals Recycling operates a metal recycling business in the Seaford area of Victoria, Australia.

On February 23, 2007 Sims Group UK Limited purchased the issued capital of United Recycling Industries Inc for A$53.1 million. The business is a fully integrated e-recycler offering a full range of e-recycling services including collection, refurbishment and re-sale of working equipment, parts recovery for re-sale, mechanical testing and processing of monitors, mechanical recycling of e-waste and secondary smelting and refining of high grade electronics by-product materials.

On April 30, 2007 Sims Group UK Limited purchased the end of life recycling assets of Xstrata Copper Canada’s electronics recycling business for A$15.6 million. The business operates in Roseville California, Brampton, British Columbia, Canada and LaVergne, Tennessee and offers bespoke asset recovery and e-recycling services including mechanical processing.

Fiscal 2006 acquisitions

On October 31, 2005 Sims Group Limited acquired substantially all of the recycling operations of Hugo Neu Corporation. The consideration given comprised of 32,137,071 ordinary shares in Sims Group Limited with a fair value of A$498.6 million and the balance paid/payable in cash of A$12.0 million. The acquired business contributed net income after tax of A$19.1 million to the Company for the period November 1, 2005 to June 30, 2006. Consolidated revenue and net income after tax of Sims Group Limited on a pro forma basis for the period July 1, 2005 to June 30, 2006, as if the acquisition had occurred at the beginning of this period was (in millions of Australian dollars, except for per share amounts):

(in millions of Australian dollars, except for per	share amounts):
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . Basic Earnings per Share . . . . . . . . . . . . . . . .	Sims Group Limited Actual $3,612 $ 191 A$ 1.69	Pro Forma Adjustments (unaudited) $638 $ 20	Sims Group Limited Pro Forma (unaudited)
			$4,250 $ 211 A$ 1.87

F-16

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The amounts set out in the table below reflect fair values of assets and liabilities acquired and goodwill at the respective acquisition dates. The data is provided in aggregate as no acquisition itself was significant enough to require separate disclosure.

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets: Supplier relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneficial leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee entitlement accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net assets of entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of acquisitions Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred consideration accrued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consideration payable/paid to vendor . . . . . . . . . . . . . . . . . . . . . . . . . Direct costs relating to the acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outflow of cash to acquire subsidiaries and businesses, net of cash acquired Cost of acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash consideration — shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash consideration — deferred consideration accrued . . . . . . . . . . . . . . Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash outflow in respect of acquisitions made during the period . . . . Net cash outflow in settling deferred consideration relating to prior year acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash outflow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2007 2006 (In thousands of Australian dollars) $ 2,902 $ 3,354 39,506 138,171 714 5,278 24,452 78,094 41,507 206,713 65 9,383 29,055 96,697 — 2,211 268 8,324 29,323 107,232 (30,550) (68,296) (11,807) (226,425) (13,499) (41,487) (372) (1,156) — (8,790) (15,103) — 67,138 202,071 70,835 296,530 $137,973 $ 498,601 $133,187 $ 13,459 — 12,568 — 454,164 133,187 480,191 4,786 18,410 137,973 498,601 137,973 498,601 — (454,164) — (12,568) (2,902) (3,354) 135,071 28,515 12,036 — $147,107 $ 28,515

F-17

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 6 — Goodwill and Intangible Assets

The following displays a roll forward of goodwill by operating segment (in thousands of Australian dollars):

rs):
Australasia . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Year Ended June 30, 2007
	Balance at Beginning of Period $ 9,537 323,102 85,379 $418,018	Acquisitions $ 4,942 42,395 23,498 $70,835	Foreign Currency Exchange $ 37 (26,757) (2,596) $(29,316)	Balance at End of Period
				$ 14,516 338,740 106,281
				$459,537

Australasia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Balance at Beginning of Period Acquisitions Foreign Currency Exchange Year Ended June 30, 2006 $ 9,593 $ — $ (56) 23,991 296,530 2,581 81,389 — 3,990 $114,973 $296,530 $6,515	Balance at Beginning of Period Acquisitions Foreign Currency Exchange Year Ended June 30, 2006 $ 9,593 $ — $ (56) 23,991 296,530 2,581 81,389 — 3,990 $114,973 $296,530 $6,515	Balance at Beginning of Period Acquisitions Foreign Currency Exchange Year Ended June 30, 2006 $ 9,593 $ — $ (56) 23,991 296,530 2,581 81,389 — 3,990 $114,973 $296,530 $6,515
		Acquisitions $ — 296,530 — $296,530	Foreign Currency Exchange $ (56) 2,581 3,990 $6,515	Balance at End of Period
				$ 9,537 323,102 85,379
				$418,018

Intangible assets, excluding goodwill, consist of the following (in thousands of Australian dollars):

Amortizable: Supplier relationships . . . . . . . . . . . . . . . . . . . . Beneficial leases . . . . . . . . . . . . . . . . . . . . . . . . Total amortizable . . . . . . . . . . . . . . . . . . . . . Non-amortizable: Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Year Ended June 30, 2007	Year Ended June 30, 2007	Year Ended June 30, 2007
	Weighted Average Amortization Period 5.9 years 5 years Indefinite	Gross Carrying Amount $129,243 2,097 131,340 7,619 $138,959	Accumulated Amortization $(43,913) (1,058) (44,971) — $(44,971)	Net Balance
				$85,330 1,039
				86,369
				7,619
				$93,988

F-18

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortizable: Supplier relationships . . . . . . . . . . . . . . . . . . . Beneficial leases . . . . . . . . . . . . . . . . . . . . . . . Total amortizable. . . . . . . . . . . . . . . . . . . . . Non-amortizable: Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Year Ended June 30, 2006	Year Ended June 30, 2006
	Weighted Average Amortization Period 5.6 years 5 years Indefinite	Gross Carrying Amount $109,123 2,229 111,352 8,411 $119,763	Accumulated Amortization $(18,060) (464) (18,524) — $(18,524)	Net Balance
				$ 91,063 1,765
				92,828
				8,411
				$101,239

Amortization expense for intangible assets was A$23.8 million, A$16.3 million and A$1.9 million for the years ended June 30, 2007, 2006 and 2005, respectively. As of June 30, 2007, estimated future intangible asset amortization expense for each of the next five years is as follows (in thousands of Australian dollars):

Fiscal Year Ending June 30, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 and thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$28,050 16,559 11,392 11,335 19,033

$86,369

NOTE 7 — Long-term Debt

Long-term debt consists of the following at June 30 (in thousands of Australian dollars):

Bank debt (floating interest rate 2007 6.7%, 2006 5.8%) . . . . . . . . . . . . . . . Less — current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $339,538 — $339,538	2006
		$302,528 —
		$302,528

Scheduled maturities of long-term debt are as follows (in thousands of Australian dollars):

Fiscal Year Ending June 30,

2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ — 170,000 169,538 — —

$339,538

The carrying amounts of long-term debt approximate fair value.

F-19

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Global multi-currency/multi-option loan facilities agreements

During December 2005, the Company amended a number of Credit Agreements for its unsecured global multi-currency/multi-option loan facilities. The loan facilities are subject to annual reviews and have maturities in excess of 1 year and less than 3 years. At June 30, 2007 the Company had access to unsecured global multi-currency/multi-option loan facilities of A$717 million. The amendments to the Credit Agreements increased the Company’s previous A$380 million unsecured global multi-currency/multi-option loan facilities. The Company incurred insignificant fees or expenses for the amendments to the loan facilities. Pursuant to the Credit Agreements, the Company pays a fee on the undrawn portion of the facility which ranges from 0.1% to 0.2%. Significant covenants under the Credit Agreements include the satisfaction of a leverage ratio of Financial Indebtedness to EBITDA and an interest coverage ratio of EBITDA to Net Interest Expense. At June 30, 2007 and 2006, the Company was in compliance with its covenants.

The Credit Agreements provide for interest rates based on variable rates tied to the Australian Financial Markets Association’s quotation of the Bank Bill Swap Rate (“BBSW”) plus a margin or the London Interbank Offered Rate (“LIBOR”) plus a margin or the United States Prime Rate less a margin. The current margins based on a variable matrix pricing schedule are either the BBSW bid rate plus 0.300% to 0.375%, LIBOR plus 0.3% to 0.6% or Prime less 2.55%. At June 30, 2007, the Company had A$340 million outstanding under the facilities agreements.

NOTE 8 — Income Taxes

Components of income taxes are as follows (in thousands of Australian dollars):

Current — Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred — Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment for current tax of prior periods . . . . . . . . . . . . . . . . . . Total tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Years Ended June 30,	Years Ended June 30,	Years Ended June 30,
	2007 $ 53,775 71,015 10,872 (21,793) 176 $114,045	2006 $37,200 39,014 5,019 103 (1,139) $80,197	2005
			$34,247 47,675 921 (1,620) (2,240)
			$78,983

The components of income before income taxes consist of the following (in thousands of Australian dollars):

rs):
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Years Ended June 30,
	2007 $148,557 215,362 $363,919	2006 $109,277 162,048 $271,325	2005
			$103,070 164,995
			$268,065

F-20

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The reconciliation of the Australian Commonwealth income tax rate to the Company’s effective tax rate is as follows:

Statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Differences in overseas tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extra territorial income tax credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2007 2006 2005 Years Ended June 30, 30% 30% 30% 4 2 — (1) (1) — (2) (1) — 31% 30% 30%

Significant components of deferred tax assets and liabilities at June 30 are as follows (in thousands of Australian dollars):

Deferred tax assets Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefit obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital loss carry forward. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and land cost basis step-up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets before valuation allowance . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets after valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefit asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2007 2006 As of June 30, $ 360 $ 3,382 2,906 — 11,568 6,501 120 288 6,725 6,166 — 2,492 20,825 18,168 2,038 1,962 37,837 11,860 82,379 50,819 (17,271) (17,195) $ 65,108 $ 33,624 $ 625 $ 673 1,709 1,716 4,678 — 43,395 16,316 32,921 35,059 2,545 — 3,536 5,951 $ 89,409 $ 59,715

2007 $ 360 2,906 11,568 120 6,725 — 20,825 2,038 37,837 82,379 (17,271) $ 65,108 $ 625 1,709 4,678 43,395 32,921 2,545 3,536 $ 89,409

The valuation allowance is associated with realized capital losses whose recovery is subject to uncertainty as they can only be utilized to offset Australian capital gains. These capital losses do not expire. The valuation allowance also relates to deferred tax assets arising on land in Australia which occur due to the tax base of the land exceeding its carrying value. It is not considered “more likely than not” that these deferred tax assets will be realized.

F-21

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company has not recognised certain deferred tax liabilities on undistributed earnings on foreign controlled entities and joint ventures as the undistributed earnings will be reinvested indefinitely or distributed in a tax free liquidation.

NOTE 9 — Employee Benefit Plans

Pension Plans

Employees of the Company are entitled to benefits from the Company’s superannuation plans on retirement, disability or death. During the year, three of the Company’s plans each had a defined benefit section. The defined benefit sections provide lump sum benefits based on years of service and final average salary. All other plans receive fixed contributions from the Company and the Company’s legal or constructive obligation is limited to these contributions.

The Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R),” on June 30, 2007. SFAS No. 158 requires an employer to recognize the funded status of each of its defined benefit pension and postretirement benefit plans as a net asset or liability in its consolidated balance sheet. The Company has a policy of recording gains and losses directly to the Statement of Operations.

The status of the Company’s pension plans are as follows at June 30 (in thousands of Australian dollars):

Change in benefit obligation: Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (gains)/losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions by members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Curtailment/settlement adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of plan assets: Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial gains /(losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions by members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Curtailment/ settlement adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $ 85,572 2,736 4,096 (2,529) (4,637) 396 (14,554) (2,470) $ 68,610 $ 82,425 4,968 3,954 5,332 567 (4,637) (12,829) (2,351) $ 77,429	2006 $81,404 3,068 4,023 (2,641) (1,756) 378 — 1,096 $85,572 $61,439 4,473 3,319 13,678 537 (1,756) — 735 $82,425

F-22

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amounts recognized in the consolidated balance sheet consist of the following at June 30 (in thousands of Australian dollars):

Retirement benefit asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 $8,819 — $8,819	2006 $ 588 (3,735) $(3,147)

The following information is applicable to plans with accumulated benefit obligations in excess of plan assets at June 30 (in thousands of Australian dollars):

Benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2006 $ 55,738 (52,003) $ 3,735

There were no defined benefit plans in deficit at June 30, 2007.

The following sets forth components of net pension expense (in thousands of Australian dollars):

Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Curtailments/Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gains/Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	**Years **	2006 2005 Ended June 30, $ 3,068 $ 2,420 4,023 3,467 (4,473) (3,481) — — (5,960) 6,939 $(3,342) $ 9,345
	2007 $ 2,736 4,096 (4,968) (1,725) (6,483) $(6,344)	2006 $ 3,068 4,023 (4,473) — (5,960) $(3,342)

Certain actuarial assumptions such as the discount rate and long-term rate of return on plan assets have a significant effect on the amounts reported for net pension expense as well as the related obligation amounts of the Company’s pension plans. The assumed discount rate reflects the rates of high-quality debt instruments that would provide the future cash flows necessary to pay benefits when they come due. The assumed longterm rate of returns on plan assets represents an estimate of long-term returns on an investment portfolio consisting of a mixture of equity and debt securities and fixed income. In determining the long-term rate of return, the Company takes into account the current and expected asset allocations, as well as historical returns on plan assets.

On January 1, 2006, the Company terminated its European defined benefits plan. The final assets and benefit obligations were transferred from the Sims Group Dutch Pension Scheme to an industry wide multiemployer plan.

Weighted average actuarial assumptions used for the plans were as follows at June 30:

Australia
	2007	2006	2005
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6.20%	5.70%	5.10%
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8.00%	8.00%	8.00%
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5.00%	5.00%	5.00%

F-23

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

United Kingdom

	2007	2006	2005
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5.80%	5.25%	5.00%
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5.75%	5.70%	6.50%
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4.80%	4.50%	4.25%

Europe

	2007	2006	2005
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N/A	4.50%	4.00%
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N/A	4.50%	—
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N/A	3.00%	3.00%

The Company expects to make cash funding contributions to its pension plans of approximately A$2.5 million in the year ending June 30, 2008. The Company has adopted a pension investment policy designed to meet or exceed the expected rate of return on plan assets assumption, while preserving principal. To achieve this, the Company has retained professional investment managers that invest plan assets in equity, debt, property, fixed income and cash.

The weighted-average asset allocation of the pension plan assets by asset category are as follows:

	Percentage of	Percentage of
	Plan Assets
	**at June **	30,
	2007	2006
Fixed income and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5%	2%
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56%	46%
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25%	25%
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13%	13%
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1%	14%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100%	100%

Expected benefit payments for the Company’s pension plans are as follows (in Australian dollars):

Fiscal Year Ending June 30,

2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,489,829 3,519,567 6,090,120 3,689,177 3,474,155 21,491,012

$42,753,860

Defined contribution expense was A$6.0 million, A$4.4 million and A$4.0 million for the years ended June 30, 2007, 2006 and 2005 respectively.

F-24

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 10 — Segment Information

The Company is principally organized geographically and then by line of business. While the Chief Executive Officer, the Chief Operating Decision Maker, evaluates results in a number of different ways, the geographical areas of operation is the primary basis for which the allocation of resources and financial results are assessed. The major geographic areas of operation are as follows:

Australasia Comprising Australia, New Zealand and New Guinea North America Comprising the United States of America and Canada Europe Comprising the United Kingdom, Sweden, Holland, Belgium and Germany

Comprising Australia, New Zealand and Papua New Guinea

Sales to external customers . . . . . . . Intersegment sales. . . . . . . . . . . . . . Total net sales. . . . . . . . . . . . . . . Depreciation and amortisation expense. . . . . . . . . . . . . . . . . . Income before interest and taxes . . . . . . . . . . . . . . . . . . . . Interest expense, net . . . . . . . . . . Income before income tax . . . . . . Segment and total assets . . . . . . . . . Segment and total liabilities . . . . . . Net assets . . . . . . . . . . . . . . . . . . Acquisitions of property and equipment. . . . . . . . . . . . . . . . . .			2007		Consolidated $5,386,044 — $5,386,044 $ (73,037) $ 391,518 $ (27,599) $ 363,919 $1,979,035 $ 878,668 $1,100,367 $ 90,503
	Australasia $1,302,907 894 $1,303,801 $ (11,956) $ 152,055 $ 370,450 $ 165,106 $ 205,344 $ 25,019	North America Europe Inter-Segment Eliminations/ Unallocated (In thousands of Australian dollars) $2,938,246 $1,144,891 $ — — — (894) $2,938,246 $1,144,891 $(894) $ (40,701) $ (20,380) $ — $ 169,224 $ 70,239 $ — $1,091,032 $ 517,553 $ — $ 343,628 $ 369,934 $ — $ 747,404 $ 147,619 $ — $ 42,684 $ 22,800 $ —

F-25

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sales to external customers . . . . . . . . Intersegment sales . . . . . . . . . . . . . . . Total net sales . . . . . . . . . . . . . . . . Depreciation and amortisation expense . . . . . . . . . . . . . . . . . . . Income before interest and taxes . . Interest expense, net. . . . . . . . . . . . Income before income tax . . . . . . . Segment and total assets . . . . . . . . . . Segment and total liabilities . . . . . . . . Net assets . . . . . . . . . . . . . . . . . . . Acquisitions of property and equipment . . . . . . . . . . . . . . . . . . . Sales to external customers . . . . . . . . Intersegment sales . . . . . . . . . . . . . . . Total net sales . . . . . . . . . . . . . . . . Depreciation and amortisation expense . . . . . . . . . . . . . . . . . . . Income before interest and taxes . . Interest expense, net. . . . . . . . . . . . Income before income tax . . . . . . .			2006		Consolidated $3,612,313 — $3,612,313 $ (55,197) $ 286,311 $ (14,986) $ 271,325 $1,801,379 $ 769,653 $1,031,726 $ 76,481 Consolidated $2,413,262 — $2,413,262 $ (32,719) $ 273,431 $ (5,366) $ 268,065
	Australasia $1,084,604 1,273 $1,085,877 $ (11,599) $ 121,780 $ 313,264 $ 164,754 $ 148,510 $ 19,416	North America Europe (In thousands of Australian $1,735,206 $792,503 — — $1,735,206 $792,503 $ (28,042) $ (15,556) $ 108,180 $ 56,351 $1,070,892 $417,223 $ 404,291 $200,608 $ 666,601 $216,615 $ 43,780 $ 13,285 2005		Inter-Segment Eliminations/ Unallocated dollars) $ — (1,273) $(1,273) $ — — $ — $ — $ — $ —
	Australasia $1,089,682 579 $1,090,261 $ (10,943) $ 121,556	North America Europe (In thousands of Australian $582,956 $740,624 — — $582,956 $740,624 $ (7,949) $ (13,827) $ 93,423 $ 58,452		Inter-Segment Eliminations/ Unallocated dollars) $ — (579) $(579) $ — $ —

F-26

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The segment reporting above is based on geographical location of assets and revenues as reported by the segment recording the sale. An analysis of revenues allocated by the geographical location of external customers is set out below:

Australia/New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia including China, Malaysia, India, etc . . . . . . . . . . . . Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 2006 (In thousands of Australian $ 451,138 $ 361,795 773,590 528,746 1,562,784 816,264 2,380,699 1,848,080 217,833 57,428 $5,386,044 $3,612,313	2005
		dollars) $ 471,004 243,803 564,289 1,134,166 —
		$2,413,262

Revenues by Products and Services

Sims offers the following products and services within the metal recycling industry:

Ferrous metal recycling — comprising the collection, processing and trading of iron and steel secondary raw material. These activities are undertaken in all geographic segments.

Non-ferrous metal recycling — comprising the collection, processing and trading of other metal alloys and residues, principally aluminium, lead, copper, zinc and nickel bearing materials. These activities are undertaken in all geographic segments.

Ferrous brokerage — comprises the brokerage of iron and steel secondary raw material. This activity is undertaken in all geographic segments but predominately in North America and Europe.

Non-ferrous brokerage — comprises the brokerage of non-ferrous secondary raw material. This activity is undertaken in all geographic segments but predominately in North America and Europe.

Recycling solutions — comprising the provision of environmentally responsible solutions to the disposal of selected post consumer products. Predominately offers fee for service business opportunities in the environmentally responsible recycling of negative value materials including refrigerators, electrical and electronic equipment, and tyres. These activities are undertaken in all geographic segments except New Zealand.

Ferrous metal recycling . . . . . . . . . . . . . . . . . . . . . . . . . . Non-ferrous metal recycling . . . . . . . . . . . . . . . . . . . . . . . Ferrous brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-ferrous brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . Recycling solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2007 2006 (In thousands of Australian $2,519,873 $1,922,469 846,271 617,268 972,736 469,953 375,556 154,225 450,177 250,894 221,431 197,504 $5,386,044 $3,612,313	2005
		dollars) $1,380,815 398,667 239,339 38,763 166,515 189,163
		$2,413,262

NOTE 11 — Commitments and Contingencies

Leases

The Company leases certain facilities and equipment under operating leases expiring at various dates. Lease expense was approximately A$33.5 million, A$20.4 million and A$11.0 million for the years ended

F-27

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2007, 2006 and 2005, respectively. Future minimum lease payments under non-cancellable operating leases are as follows (in thousands of Australian dollars):

s are as follows (in thousands of Australian dollars):
Fiscal Year Ending June 30, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 35,834 28,812 25,495 21,930 15,307 49,623
	$177,001

Fixed Assets

Total capital expenditure contracted for at the balance date but not recognized in the financial statements and payable not later than one year include (in thousands of Australian dollars):

For the acquisition of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the acquisition of land and buildings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 9,482 4,473
	$13,955

Guarantees

Sims Group Limited, its subsidiaries, and its joint venture operations, have given a number of guarantees in respect of the performance of contracts and workers compensation insurance entered into in the ordinary course of business.

Contingent Consideration on Business Combination

In relation to the acquisition of Metal � Recycling GmbH the terms of the acquisition provide for additional consideration of approximately A$9.3 million to be payable to the vendor if certain income targets are achieved.

Environmental Matters

The Company’s business is subject to comprehensive statutory and regulatory environmental requirements in each of the jurisdictions in which it operates, including, among others, regulations governing: the acceptance, storage, treatment, handling, and disposal of waste, including ASR and PCBs, the discharge of materials into the atmosphere, including cholorofluorocarbons, or CFCs, the management and treatment of wastewater and storm water discharges; the remediation of soil and groundwater contamination; the resolution of impacts to natural resources, and the protection of public and employee health and safety. The Company accrues for environmental remediation-related activities for which commitments or clean-up plans have been developed and for which costs can be reasonably estimated. These estimates are determined based on currently available facts regarding each site. If the best estimate of costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is accrued. Accrued environmental remediation-related expenses include direct costs of remediation and indirect costs related to the remediation efforts, such as fees to outside engineering, consulting and law firms. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. In the opinion of management, based on information presently known, the ultimate liability for such matters should not have a material adverse effect on the financial condition, liquidity or cash flow of the Company,

F-28

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

but could exceed the remediation-related and cleanup costs of A$9.3 million accrued. All accrued amounts are recorded on an undiscounted basis and recognized as a component of non-current other accrued liabilities.

Labor and Other Matters

The Company believes that it and its subsidiaries are in material compliance with currently applicable statutes and regulations governing the protection of human health and the environment, including employee health and safety.

From time to time, the Company is involved in various litigation matters involving ordinary and routine claims incidental to its business. A significant portion of these matters result from environmental compliance issues and workers compensation related claims arising from the Company’s operations. There are presently no legal proceedings pending against the Company which, in the opinion of the Company’s management, is likely to have a material adverse effect on its business, financial condition or results of operations.

NOTE 12 — Share-Based Compensation Plans

Employee Share Plan: The Executive Long Term Incentive Plan (“LTI Plan”) has been established to encourage employees to share in the ownership of the Company, in order to promote the long-term success of the Company as a goal shared by the employees. Offers of shares under the LTI Plan are at the discretion of the parent Company and have been made to Australian based employees in the financial year 2007. The Company provides financial assistance in the form of a share secured non-interest bearing employee loan. Each loan is repayable in full within five years after the financial assistance is provided or such longer period and in such a manner as the Company may determine (to July 2011).

The beneficial ownership of these shares will vest with employees in line with achievement of continuous service and non-market based performance criteria. The continuous service criterion is met if the ‘Participant’ is in the employ of the Company at vesting. Periods of continuous service vary according to the vesting periods of the shares (generally 1 or 3 years, vesting periods to July 2009) that have been offered while nonmarket based performance criteria are satisfied if the average annual compound growth in the diluted earnings per share of the Company of between 5% and 10% is achieved over periods which vary between three and five years. There is no reward if less than 5% earnings per share growth is achieved. Holders of the shares are entitled to dividends over the term of the relevant vesting period.

During 2007, 2006, and 2005, A$2.5 million, A$2.8 million and A$0, was advanced to participating employees to enable them to acquire 131,545, 187,164 and 0 shares at A$18.73, A$14.99 and A$0 respectively, being 0.15% of the issued capital of the parent entity.

F-29

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes share plan activity for the three years ended June 30, 2007:

Outstanding at June 30, 2004 . . . . . . . . . Stock options granted during the year . . . . Stock options exercised . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . Outstanding at June 30, 2005 . . . . . . . . . Stock options granted during the year . . . . Stock options exercised . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . Outstanding at June 30, 2006 . . . . . . . . . Stock options granted during the year . . . . Stock options exercised . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . Outstanding at June 30, 2007 . . . . . . . . . Exercisable at June 30, 2007. . . . . . . . . . Exercisable at June 30, 2006. . . . . . . . . . Exercisable at June 30, 2005. . . . . . . . . .	Shares 193,798 — — — 193,798 187,164 (193,798) — 187,164 131,545 (127,361) — 191,348 59,803 — 193,798	Weighted Average Exercise Price in A$ $ 6.75 $ — $ — $ — $ 6.75 $14.99 $ 6.75 $ — $14.99 $18.73 $14.99 $ — $17.56 $14.99 — $ 6.75	Weighted Average Fair Value in A$ $1.30 $ — $ — $ — $1.30 $5.63 $1.30 $ — $5.63 $7.01 $5.56 $ — $6.63 $5.78 $ — $1.30	Weighted Average Remaining Contractual Life 3.77 3.08 — 1.75	Aggregate Intrinsic Value in A$
					$1,710,437 $ 688,333 — $1,567,826

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing share price of A$26.50, A$20.00, and A$14.84 as of the end of fiscal 2007, 2006, and 2005, respectively. As of the date of exercise, the total intrinsic value of options exercised in fiscal 2007, 2006, and 2005 was approximately A$0.8 million, A$1.5 million, and A$0, respectively.

As of June 30, 2007, there was approximately A$0.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted. That cost is expected to be recognized over a weighted-average period of 2 years. The total fair value of shares vested during fiscal year 2007, 2006 and 2005, was A$0.9 million, A$0 and A$0.3 million, respectively.

During fiscal year 2007, the Company issued 127,361 shares in connection with the exercise of share options.

Fair value has been determined by using a Monte-Carlo Binomial Options Pricing Model. Inputs in the model include expected volatility (2007: 28.5%, 2006: 25.0%) (based on historically observed market fluctuations), the relevant vesting period, a dividend yield (2007: 5.5% per annum, 2006: 5.5% per annum), a risk free rate (2007: 5.90% per annum, 2006: 5.22% per annum) and an assessment of the probability of achievement of continuous service and non-market based performance criteria for each of the three years ended June 30, 2007.

Total compensation expense arising from the employee share plan in fiscal 2007, 2006, and 2005 was A$0.9 million, A$0.9 million, and A$0, respectively. Total compensation expense recognized for the three years ended June 30, 2007 has been included within general and administrative expense in the Consolidated Statements of Operations.

F-30

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Performance Rights and Restricted Stock Units: During the year ended June 30, 2006, the Company granted Performance Rights and Restricted Stock Units (collectively, “RSUs”) to select United Kingdom and North American executives, respectively. An RSU provides the executive with a contractual right to acquire one ordinary share in Sims Group Limited for nil consideration. These RSUs vest based on achievement of continuous service. Continuous service ranges from 8 months to 5 years (until October 2010). The RSUs issued to United Kingdom executives require for vesting the achievement of certain annual performance criteria, which currently the Company believes are probable of achievement. Holders of RSUs are not entitled to dividends over the term of the relevant vesting period.

Performance Rights activity is summarized in the following table:

Outstanding at June 30, 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at June 30, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at June 30, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercisable at June 30, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Shares — 149,891 — — 149,891 26,803 (23,983) — 152,711 17,600	Weighted Average Fair Value A$
		$ — $14.31 $ — $ — $14.31 $19.15 $14.31 $ — $15.16 $14.31

Restricted Stock Units activity is summarized in the following table:

Outstanding at June 30, 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at June 30, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeitures or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at June 30, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercisable at June 30, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Shares — 324,507 (43,799) — 280,708 11,028 — (59,725) 232,011 79,711	Weighted Average Fair Value A$
		$14.72 $14.72 $14.72 $16.68 — $14.72 $14.81 $14.72

As of June 30, 2007 the Company had approximately A$2.8 million in total unrecognized compensation expense, net of estimated forfeitures, related to RSU grants, which will be recognized over the weightedaverage period of 2.3 years. Total compensation expense arising from the RSUs in fiscal 2007, 2006, and 2005 was A$1.9 million, A$1.6 million, and A$0, respectively, which has been included within general and administrative expenses in the Consolidated Statements of Operations.

During fiscal year 2007, the Company issued 23,983 shares in connection with the exercise of RSUs.

F-31

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 13 — Cash Flow Information

Reconciliation of net income to net cash inflow from operating activities

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . Net loss/(gain) on disposal of non-current assets . . . . . . . . . . . Non-cash employee benefits expense . . . . . . . . . . . . . . . . . . . . Share of profits of joint ventures not received as dividends. . . . Change in operating assets and liabilities, net of acquisitions:. . (Increase)/decrease accounts receivable . . . . . . . . . . . . . . . . (Increase)/decrease in inventories . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in other assets . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in accounts payable . . . . . . . . . . . . . . Increase/(decrease) in other liabilities . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . .

2007 2006 2005 (In thousands of Australian dollars) Years Ended 30, June $249,874 $ 191,128 $189,082 73,037 55,197 32,719 (378) 692 (2,785) 2,831 2,524 — (6,167) (3,054) (2,716) — — — 41,213 8,328 (8,661) (9,004) (108,783) (1,469) (24,140) 3,993 2,158 6,770 71,537 (23,951) (21,567) (15,732) 6,838 $312,469 $ 205,830 $191,215

2007 2006 (In thousands of Australian $249,874 $ 191,128 73,037 55,197 (378) 692 2,831 2,524 (6,167) (3,054) — — 41,213 8,328 (9,004) (108,783) (24,140) 3,993 6,770 71,537 (21,567) (15,732) $312,469 $ 205,830

Non-cash investing and financing activities

The non-cash investing and financing activities of the Company included the October 31, 2005 acquisition of substantially all of the metal recycling operations of Hugo Neu Corporation through consideration of 32,137 thousand shares (see Note 5), the January 1, 2006 acquisition of an additional 25% of an associated company, LMS Generation Pty Ltd (formerly Landfill Management Services Pty Ltd.), on the conversion to shares of A$8 million of convertible notes held in LMS Generation Pty Ltd, and the settlement of dividends under the dividend reinvestment plan of A$30 million and A$15 million in 2007 and 2006, respectively.

NOTE 14 — Derivative Financial Instruments

Current assets Forward foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities Forward foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Year ended June 30,	Year ended June 30,
	2007 2006 (In thousands of Australian dollars) $ 1,079 $ 882 13,719 21 $14,798 $ 903 $ 488 $ 69 4 1,194 $ 492 $1,263
		$ 903
		$ 69 1,194
		$1,263

F-32

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Forward exchange contracts

The Company enters into forward foreign exchange contracts to buy and sell specific amounts of various foreign currencies in the future at pre-determined exchange rates. The contracts are timed to mature when monies from the forecasted sales of scrap metal are scheduled to be received or when payment for purchases is scheduled to be made.

The cash flows are expected to occur at various dates up to one year from the balance date. At balance date, the details of the notional amounts on outstanding contracts are:

Buy AUD, Sell USD Up to 12 months - at rates averaging AUD to USD 2007: Nil (2006: 0.7350) . . . . . . . Buy NZD, Sell USD Up to 12 months - at rates averaging NZD to USD 2007: 0.7033 (2006: 0.6032) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy EUR, Sell USD Up to 12 months - at rates averaging EUR to USD 2007: Nil (2006: 1.2797) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy AUD, Sell NZD Up to 12 months - at rates averaging AUD to NZD 2007: 1.1107 (2006: Nil) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy GBP, Sell USD Up to 12 months - at rates averaging GBP to USD 2007: 1.9954 (2006: 1.8338) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy GBP, Sell EUR Up to 12 months - at rates averaging GBP to EUR 2007: 1.4795 (2006: 1.4544) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy USD, Sell GBP Up to 12 months - at rates averaging GBP to USD 2007: 1.9878 (2006: 1.8131) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy EUR, Sell GBP Up to 12 months - at rates averaging GBP to EUR 2007: 1.4761 (2006: 1.4514) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy SEK, Sell USD Up to 12 months - at rates averaging USD to SEK 2007: 0.1492 (2006: 0.1376) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended June 30,

2007 2006 (In thousands of Australian dollars) — 47,617 $12,313 $ 9,543 — $ 434 $ 9,004 — $36,632 $71,488 $54,200 $33,019 $ 1,813 $ 3,227 $ 509 $ 716 $ 150 $ 79

Forward commodity contracts

The Company enters into forward commodity contracts to buy and sell specific amounts of various metal commodities in the future at pre-determined rates.

F-33

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The settlement dates, notional dollar amounts to be received and contractual rates of the consolidated entity’s outstanding commodity contracts at balance date are:

Buy 25 metric tonnes LME Copper Grade A Up to 12 months - at rates averaging US$Nil per metric tonne (2006:US$6,700) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sell 150 metric tonnes LME Copper Grade A Up to 12 months - at rates averaging US$Nil per metric tonne (2006:US$6,690) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sell 1,200 metric tonnes LME Nickel Up to 12 months - at rates averaging US$45,907 per metric tonne (2006:US$18,250) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sell 1,100 metric tonnes LME Primary Aluminium Up to 12 months - at rates averaging US$2,751 per metric tonne (2006: Nil). . . . . . . . . Sell 1,250 troy oz Gold Up to 12 months - at rates averaging US$661 per troy oz (2006: Nil) . . . . . . . . . . . . . . Sell 5,000 troy oz Silver Up to 12 months - at rates averaging US$13 per troy oz (2006: Nil) . . . . . . . . . . . . . . . Sell 5,000 troy oz Palladium Up to 12 months - at rates averaging US$361 per troy oz (2006: Nil) . . . . . . . . . . . . . . Sell 30 troy oz Platinum Up to 12 months - at rates averaging US$1310 per troy oz (2006: Nil) . . . . . . . . . . . . .

Year ended June 30,

2007 2006 (In thousands of Australian dollars) $ — $ 225 — $1,351 $64,803 $5,895 $ 3,560 — $ 972 — $ 78 — $ 169 — $ 46 —

Credit risk exposures

Credit risk arises from the potential failure of counterparties to meet their obligations under the respective contracts at maturity. It arises from amounts receivable from unrealised gains on derivative financial instruments.

instruments.
Receivable recognised at balance date from forward foreign currency and commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Year ended June 30,
	2007 2006 (In thousands of Australian dollars) $14,798 $903

NOTE 15 — Related Parties

In connection with the acquisition of certain of the metal recycling businesses of Hugo Neu Corporation, consideration in the amount of A$12.6 million remained payable to Mr John Neu, at June 30, 2006. At that date, Mr John Neu was an Executive Director of the Company. The deferred settlement amount of A$12.6 million was negotiated on an arm’s length basis prior to Mr John Neu becoming a Related Party. The amount was settled in the ordinary course of events during the year ended June 30, 2007.

NOTE 16 — Subsequent Events

On June 22, 2007, the Company announced that it had entered into an agreement to merge its Southern Californian metal recycling assets with those of Adams Steel LLC (“Adams Steel”) to create a new

F-34

SIMS GROUP LIMITED.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

entity SA Recycling LLC (“SA Recycling”). Adams Steel and the Company each own 50% of SA Recycling. Regulatory approval was obtained subsequent to year end, such that the formation of SA Recycling was completed on September 1, 2007.

No cash was exchanged as part of the transaction. Sims’s investment in SA Recycling will be accounted for under the equity method of accounting. The majority of ferrous material arising from the new entity will be sold to Sims Group Global Trade Corporation under a third party sales agreement. SA Recycling has its own stand-alone banking facilities to finance working capital and growth.

No gain or loss on sale of previously controlled businesses will be recognised as a result of this transaction.

On August 1, 2007, Sims completed the acquisition of the operating assets of McInerney Metals.

On November 1, 2007, Sims completed the acquisition of ER Coley (Steel) Ltd.

F-35

HUGO NEU RECYCLING ENTITIES

COMBINED FINANCIAL STATEMENTS For the Two-Month Period Ended October 31, 2005

F-36

HUGO NEU RECYCLING ENTITIES

Index

For the Two-Month Period Ended October 31, 2005

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined Financial Statements Combined Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page(s)

F-38 F-39 F-40 F-41

F-37

Report of Independent Auditors

To the Directors and Shareholders of Hugo Neu Recycling Entities

In our opinion, the accompanying combined statements of operations and cash flows present fairly, in all material respects, the results of their combined operations and their cash flows of Hugo Neu Schnitzer East, Hugo Neu Proler Company and Hugo Neu Schnitzer Global Trade LLC, collectively the Hugo Neu Recycling Entities, for the two month period ended October 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP New York, New York

November 14, 2007

F-38

HUGO NEU RECYCLING ENTITIES

COMBINED STATEMENT OF OPERATIONS For the Two-Month Period Ended October 31, 2005

	**(In **	thousands)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	221,801
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(206,128)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15,673
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(5,700)
Income from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9,973
Other income (expense)
Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3,197
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		36
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(288)
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		274
Income from continuing operations before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .		13,192
Income tax from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(4,558)
Income from continuing operations after income tax expense . . . . . . . . . . . . . . . . . . . . . . .		8,634
Income from discontinued operations, net of tax of $72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		110
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	8,744

The accompanying notes are an integral part of these financial statements.

F-39

HUGO NEU RECYCLING ENTITIES

COMBINED STATEMENT OF CASH FLOWS For the Two-Month Period Ended October 31, 2005

	**(In **	thousands)
Cash flows from operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	8,744
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1,563
Gain on sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(128)
Changes in assets and liabilities
Accounts receivable — trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6,478
Accounts receivable — related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(10,239)
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(1,546)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(9,871)
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3,828
Accounts payable — trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(4,963)
Accounts payable — related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(11,034)
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(10,038)
Net cash used in continuing operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(27,206)
Net cash used in operating activities of discontinued operations . . . . . . . . . . . . . . . . . . .		(9,627)
Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(36,833)
Cash flows from investing activities
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(2,832)
Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2,850
Net cash provided by continuing investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18
Net cash provided by investing activities of discontinued operations . . . . . . . . . . . . . . . .		—
Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18
Cash flows from financing activities
Book overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6,895
Proceeds from revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		35,000
Payments on revolving credit facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(35,000)
Proceeds from loans payable to parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		49,558
Payments of long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(77)
Distributions to owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(28,006)
Net cash provided by continuing financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . .		28,370
Net cash provided by financing activities of discontinued operations . . . . . . . . . . . . . . . .		8,913
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		37,283
Net increase in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		468
Cash and cash equivalents
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6,174
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	6,642

The accompanying notes are an integral part of these financial statements.

F-40

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS For the Two-Month Period Ended October 31, 2005

(In thousands)

1. Description of Business and Summary of Significant Accounting Policies

Formation and Operations

The accompanying combined financial statements include the accounts of Hugo Neu Schnitzer East and its subsidiaries (“HNSE”), Hugo Neu Proler Company and its subsidiaries (“HNP”) and Hugo Neu Schnitzer Global Trade LLC (“HNSGT”), collectively the Hugo Neu Recycling Entities or the “Company,” for the two month period ended October 31, 2005. The Hugo Neu Recycling Entities were wholly owned subsidiaries of Hugo Neu Corporation (“HNC”). The Company’s fiscal year ends on August 31.

On October 31, 2005, Sims Group Limited, acquired 100% of the Hugo Neu Recycling Entities and affiliated entities for $406.7 million of stock in Sims Group Limited, $33.3 million in cash, and the assumption of $170.0 million of debt.

Prior to September 30, 2005, the Hugo Neu Recycling Entities were owned jointly by HNC and Joint Venture Operations, Inc., its parent or subsidiaries (“JVOI”), collectively the “Joint Venture Partners.” On September 30, 2005, in contemplation of the Sims Group Limited transaction, the Joint Venture Partners executed a transaction to terminate their joint venture relationships. As a result, JVOI transferred to HNC its interest in HNSE, HNP and certain affiliated entities and HNC transferred to JVOI its interest in certain jointly owned entities and certain affiliated entities, certain assets and liabilities of a HNC’s wholly owned entity and cash of approximately $36 million. Additionally, HNSGT transferred to JVOI certain assets and liabilities relating to its Russian and Baltic operations in redemption of JVOI’s equity interest in HNSGT. As the separation of the Joint Venture Partners was executed in connection with the Sims Group Limited’s acquisition of the Hugo Neu Recycling entities, these financial statements reflect the historical basis of HNP, HNSE and HNSGT without consideration of the separation transaction of the Joint Venture Partners.

The Company is primarily engaged in the purchase, processing and sale of ferrous and nonferrous scrap metal both in the United States of America and internationally. Due to the common ownership of the Hugo Neu Recycling Entities, and their sale to Sims Group Limited (“SIMS”) on October 31, 2005, their financial statements have been combined for financial reporting purposes. All intercompany transactions and profits and losses have been eliminated in combination.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the reserves for accounts receivable-trade, inventories, the recoverability of longlived assets, environmental and legal reserves. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Derivative Instruments

The Company uses derivative instruments for the purpose of reducing exposure to changes in commodity prices and foreign currencies. The Company accounts for derivative instruments under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Financial

F-41

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

Instruments and Hedging Activities , as amended. Generally, the Company does not use derivative financial instruments for speculative purposes. The fair value of each derivative is recognized in the balance sheet within current assets or current liabilities. Changes in the fair value of derivatives are recognized immediately in the statement of operations for derivatives that do not qualify for hedge accounting. Derivatives that qualify for hedge accounting are recognized in the line item to which the hedged item relates.

The Company invests in nickel futures contracts in order to mitigate the risks associated with its stainless steel scrap inventory to changes in market price, as the value of the stainless steel scrap inventory is highly dependent upon its nickel content. These futures contracts are derivatives, that, do not qualify for hedge accounting and, are recorded at fair value based on quoted market prices. During the two month period ended October 31, 2005, Company recorded an unrealized gain of $1,539 associated with outstanding contracts and a realized gain of $1,658, related to nickel future contracts, which are included in investment income.

Fair Value of Financial Instruments

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value due to the short maturity of these assets and liabilities.

Accounts Receivable and Allowance for Doubtful Accounts

In the normal course of business, the Company grants credit to customers in the form of trade accounts receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations of customers and generally does not require collateral. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance based on historical write-off experience. Management reviews the allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

Inventories

Inventories are stated at the lower of cost or market value. Inventory costs were determined on an average cost method, which approximates first-in first-out.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Additions and improvements that extend the life of assets are capitalized. Maintenance and repairs are expensed as incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets, beginning when the assets are placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease, after considering the likelihood of renewals. Gains and losses on the disposition of property and equipment are computed based upon the difference between the sales proceeds received and the net book value of the property, plant and equipment at the date of the disposal.

Asset Impairment

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, management reviews long-lived assets and intangibles whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If factors indicate that an asset should be evaluated for possible impairment, management compares estimated undiscounted future operating cash flows associated with the asset to its carrying amount. If the carrying amount of the asset is greater than

F-42

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

undiscounted future operating cash flows, an impairment loss is calculated and recognized. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

Goodwill

Goodwill represents the excess of cost of acquired companies over the fair value of their net tangible and identified intangible assets. Goodwill is initially recognized as an asset and measured as the excess of the cost of the acquired entity over the net amounts assigned to assets acquired and liabilities assumed. Intangible assets other than goodwill are recognized as an asset apart from goodwill if that asset arises from contractual or other legal rights.

The Company accounts for goodwill under the provisions of SFAS No. 142 (“SFAS 142”) Goodwill and Other Intangible Assets. The provisions of SFAS 142 (i) prohibit the amortization of goodwill and indefinite-lived intangible assets; (ii) require that goodwill and indefinite-lived assets be tested annually for impairment (and in interim periods if certain events occur which would impact the carrying value of such assets); and (iii) require that the Company’s operations be formally identified into reporting units for the purpose of assessing potential future impairments of goodwill. Upon adoption of SFAS 142, the Company stopped recording goodwill amortization and performed its assessment of its reporting units and its initial assessment of impairment, which was estimated using an approach based on performance and market multiples. Additionally, the Company performs its required annual fair value testing of recorded goodwill for its reporting units using a performance and market multiple approach, which is consistent with that used upon adoption of SFAS 142.

Environmental Remediation Costs

The estimated future costs for known environmental remediation requirements are accrued on an undiscounted basis when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. When only a range of remediation costs can be estimated, and no amount within the range is better than another, the minimum amount of the range is recorded. Recoveries of environmental remediation costs from other parties are recorded as assets when collection is probable.

Revenue Recognition

The Company recognizes revenue from domestic product and brokered sales upon receipt and acceptance of the materials by the customer. For international product and brokered sales, the Company recognizes revenue when the product is delivered to the common carrier and both title and risks of ownership have been transferred. All shipping costs billed to customers are recorded as revenue with related costs included in the cost of sales.

Shipping costs included in cost of sales were $30,822 for the two month period ended October 31, 2005.

Income Taxes

Prior to the separation of the Joint Venture Partners, substantially all of the component entities of the Company were partnerships or limited liability companies. Accordingly, taxable income, deductions and tax credits were passed through to and were included in the Joint Venture Partners’ respective income tax returns. As a result of the separation transaction of the Joint Venture Partners, the Hugo Neu Recycling Entities became subsidiaries within the consolidated return of Hugo Neu Corporation. Due to the acquisition of the Company by SIMS, the Company is presenting combined income taxes calculated on a separate return basis for each entity for the two month period ended October 31, 2005.

The Company accounts for income taxes under the asset and liability method. The provision for income taxes includes deferred income taxes resulting from items reported in different periods for income tax and

F-43

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

financial statement purposes. Deferred income tax assets and liabilities represent the expected future tax consequences of the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effects of changes in tax rates on deferred income tax assets and liabilities are recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. The primary factors considered are historical results, earnings potential determined through use of internal projections, and the nature of income that can be used to realize the deferred income tax assets.

Concentrations of Credit Risk

Cash balances in excess of Federal Deposit Insurance Corporation (“FDIC”) limits are maintained at financial institutions that are insured by the FDIC. The Company classifies cash overdrafts as a current liability if the right of set-off against another account with the same institution does not exist.

During the two month period ended October 31, 2005 approximately 88% of revenues are to foreign customers. For the two month period ended October 31, 2005, twelve customers accounted for approximately 64% of revenue.

2. Discontinued Operations

On September 30, 2005, in connection with the separation of the Joint Venture Partners, HNSGT transferred to JVOI certain assets and liabilities related to its Russian and Baltic operations. The Company accounted for this transfer as disposals of a component of an entity in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The assets and liabilities of the Russian and Baltic operations transferred to JVOI had a historical carrying value of $18,375.

The following table details the selected financial information for the discontinued operations:

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from operations of discontinued businesses before taxes . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operations before taxes . . . . . . . . . . . . . . . . . . . . . . . . . .	One Month Period Ended September 30, 2005	One Month Period Ended September 30, 2005
		$18,566 417 (45) (190) $ 182

3. Related Party Transactions

During the two month period ended October 31, 2005, HNC brokered approximately $110,548 of sales for the Company and received $1,105 in commission fee income. Additionally, $775 was paid to HNC for commissions on 100% of sales of HNSGT for the two month period ended October 31, 2005. HNC also provides certain professional services, insurance and retirement benefits to the Company. During the two month period ended October 31, 2005, the Company was allocated $203 in expenses associated with these benefits, which are included in selling, general and administrative expenses.

HNSE acts as an agent for sales of recycled metals for an affiliate of HNC. During the two month period ended October 31, 2005, HNSE brokered approximately $435 in sales and received $9 in commission fee income, which is classified as other income in the statement of operations.

F-44

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

4. Employee Benefit Plans

The Company participates in the defined contribution pension plan of HNC, which provides benefits to substantially all non-union employees. During the two month period ended October 31, 2005, the Company’s contributions to the plan were $294. Additionally, certain processing and yard union employees are participants in multi-employer union sponsored and administered pension plans. During the two month period ended October 31, 2005, the Company contributions to these plans were $114.

5. Revolving Credit Facility

The Company had a $110,000 revolving credit facility, with a consortium of banks. The facility had interest payable at (a) the higher of the base rate of interest announced by Standard Chartered Bank of New York or 0.5% per annum plus the Federal Funds Rate, or (b) the London Interbank Offering Rate (LIBOR) plus applicable margin. The weighted average interest rate for the two months ended October 31, 2005 was 5.9%. The Company was required to pay a commitment fee of 0.5% on the unused portion of the credit facility. The Company’s receivables and inventory were pledged as collateral. At September 30, 2005, in connection with the separation of the Joint Venture Partners, the Company paid all amounts owed under the facility and terminated the agreement. HNC provided the Company’s financing through October 31, 2005.

Additionally, the Company has long-term equipment notes due to various lenders with interest ranging from 4.3% to 7.8%.

6. Environmental Liabilities

From time to time, the Company is party to or the subject of various lawsuits and other legal proceedings and claims involving environmental matters, including being named as defendant or an otherwise responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “CERCLA” or the “Superfund Law”), as amended, and similar state laws which seek to recover from generators of waste which contain hazardous substances the cost of cleaning up sites where such waste has been disposed of. Those laws provide that such generators are jointly and severally liable for such cleanup costs. From time to time, the Company is also engaged in various environmental remediation activities at sites currently or previously owned or leased by them. These activities have been commenced voluntarily or at the request or direction of government agencies, landlords, or other parties to remediate environmental contamination occasioned by past operations at the sites. In those proceedings involving cleanup of sites operated by third parties, it is anticipated, although there can be no assurance, that in most instances, liability, if any, will be apportioned among all defendants or responsible parties, to the extent any of them are found or agree to be responsible for the presence of waste containing hazardous substances at the particular disposal site.

Certain materials resulting from the operation of the Company must be handled consistent with federal and state environmental laws and regulations. Compliance with such laws and regulations is an area of concern to the Company as questions have been raised as to whether automobile shredder residue (“ASR”), a waste byproduct of the Company’s shredding operations, contains excessive concentrations of certain heavy metals, polychlorinated biphenyls (“PCBs”) and other contaminants. A 1988 Environmental Protection Agency (“EPA”) study released in 1990 concerning potential contamination in ASR indicated the potential risk depends on the constituent makeup of the ASR and management practices at the sites where the ASR is generated. The Company has implemented source control programs to identify and to reduce the sources of PCBs, lead, and certain other heavy metals in ASR. Tests of ASR generated by the Company indicate that levels of PCBs, lead, cadmium and other contaminants are generally within acceptable levels under applicable EPA and state regulations. The Company continues to evaluate additional methods of reducing contaminants in ASR. As with any business that produces significant amounts of industrial wastes, the Company could face substantial additional costs if past disposal practices would no longer be deemed acceptable by the EPA or state regulatory agencies, although it does not currently expect this result.

F-45

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

Environmental exposures are difficult to assess and estimate for numerous reasons including; the complexity and differing interpretations of governmental regulations, the lack of reliable data, the number of potentially responsible parties and their financial capabilities, the years of remedial and monitoring activity required, and the identification of new sites. The Company believes that no accrual for environmental exposure was necessary as at October 31, 2005. However, should these matters be resolved unfavorably, they could have a material adverse effect on the Company’s financial position, results of operations and cash flows.

7. Income Taxes

The provision for income taxes from continuing operations and the effect of income taxes on discontinued operations consist of the following:

Current U.S. federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred U.S. federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total tax expense from continuing operations . . . . . . . . . . . . . . . . . . . . . . Tax provision from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .	Two Month Period Ended October 31, 2005 Continuing Operations	Two Month Period Ended October 31, 2005 Continuing Operations
		$2,584 416 3,000 1,434 124 1,558 $4,558 $ 72

The following reconciles income tax expense (benefit) based upon the U.S. federal statutory tax rate to the Company’s actual income tax expense (benefit):

Continuing Operations Income tax expense based upon U.S. statutory tax rate . . . . . . . . . . . . . . . . . . . . . . State income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraterritorial income exclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Permanent differences, primarily non-deductible expenses . . . . . . . . . . . . . . . . . . . . Total income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Two Month Period Ended October 31, 2005 $4,616 35.0% 394 3.0% (468) (3.5)% 16 0.1% $4,558 34.6%

F-46

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

The significant components of the Company’s deferred tax assets and liabilities at October 31, 2005 are as follows:

Continuing Operations

Continuing Operations
Deferred tax assets Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation and benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax asset (liability) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 293 447
	740
	(5,697) (338) (4)
	$(5,299)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers whether it is more likely then not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over periods which remaining deferred tax assets are realizable, management believes it is more likely than not that the Company will realize the benefits of its deferred tax assets. The major component of the deferred tax liability relates accelerated depreciation methods and basis differences for property, plant and equipment.

8. Commitments and Contingencies

Operating Lease Agreements

The Company’s minimum lease obligations under certain long-term noncancelable lease agreements are as follows:

2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,602 5,000 4,424 3,989 3,821 28,134

$50,970

The Company recorded rent expense of $1,021 during the two month period ended October 31, 2005.

Contingencies

The Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. The Company believes the resolution of these matters and the incurrence of their related costs and

F-47

HUGO NEU RECYCLING ENTITIES

NOTES TO FINANCIAL STATEMENTS — (Continued)

expenses should not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

HNP entered into an exclusive purchase agreement with a supplier on January 1, 1998 to purchase all of the supplier’s production of ferrous scrap. The agreement, which is for a ten-year period, provides for a purchase price of material based on a formula that is related to HNP’s material selling price.

HNP has a lease agreement for a facility for $1,504 a year with a municipal port. The lease provides for cost adjustments every fifth year and expires in 2024.

F-48

APPENDIX A

AGREEMENT AND PLAN OF MERGER

AMONG

SIMS GROUP LIMITED,

MMI ACQUISITION CORPORATION

AND

METAL MANAGEMENT, INC. September 24, 2007

TABLE OF CONTENTS

SECTION 1.1 The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.2 The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.4 Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.5 Certificate of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.6 Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.7 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.8 Conversion of MMI Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.9 MMI Stock Options and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 1.10 Conversion of Acquisition Corporation Common Stock . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 2 STOCKHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 2.1 MMI Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 2.2 Sims Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 3 EXCHANGE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.1 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.2 Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.3 No Rights as Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.4 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.5 Escheat. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MMI. . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.2 Authorization of Transaction; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.3 Noncontravention; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.5 MMI SEC Documents; Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.6 Compliance and Governance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.7 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.8 Absence of Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.9 Litigation and Legal Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.10 Contract Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.11 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.12 Employee Benefit Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.13 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.14 Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.15 Intellectual Property Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.16 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.17 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 4.18 Brokers’ Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SIMS . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.2 Authorization of Transaction; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.3 Noncontravention; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

A-1 A-1 A-1 A-1 A-1 A-2 A-2 A-2 A-3 A-4 A-4 A-4 A-5 A-5 A-5 A-6 A-6 A-6 A-6 A-6 A-6 A-7 A-7 A-7 A-8 A-9 A-10 A-10 A-10 A-10 A-10 A-11 A-13 A-14 A-14 A-14 A-14 A-15 A-15 A-15 A-15 A-16 A-16

A-i

SECTION 5.5 Sims Disclosure Documents; Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.6 Internal and Disclosure Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.7 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.8 Absence of Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.9 Litigation and Legal Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.10 Contract Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.11 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.12 Employee Benefit Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.13 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.14 Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.15 Intellectual Property Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.16 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 5.17 Brokers’ Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 6 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.2 Notices and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.3 Carry on in Regular Course. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.4 Preservation of Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.5 Full Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.6 Notice of Developments; SEC and ASX Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.7 Acquisition Proposals Relating to MMI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.8 Acquisition Proposals Relating to Sims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.9 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.10 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.11 Actions Regarding Antitakeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.12 Standstill Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.13 Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.14 Preservation of Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.15 Post-Merger Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.16 Corporate Headquarters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.17 Change in Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 6.18 MMI Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 7 CONDITIONS TO THE CONSUMMATION OF THE MERGER. . . . . . . . . . . . . . . . SECTION 7.1 Conditions to the Obligation of Each Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 7.2 Conditions to the Obligation of MMI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 7.3 Conditions to the Obligation of Sims and the Acquisition Corporation . . . . . . . . . . . . ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 8.3 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 9 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.1 Nonsurvival of Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

A-17 A-17 A-18 A-18 A-18 A-18 A-18 A-19 A-21 A-21 A-22 A-22 A-22 A-22 A-22 A-22 A-23 A-25 A-25 A-25 A-25 A-27 A-29 A-30 A-30 A-30 A-30 A-30 A-30 A-31 A-32 A-32 A-32 A-32 A-33 A-34 A-34 A-34 A-35 A-36 A-37 A-37 A-37 A-37

A-ii

SECTION 9.4 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.5 Extension and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.6 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.8 Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.9 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.10 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.12 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.13 Governing law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.14 Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 9.15 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit A — Form of Certificate of Incorporation of Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . Exhibit B — Reelection of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit C — Committee Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

A-37 A-37 A-38 A-38 A-38 A-38 A-39 A-39 A-39 A-39 A-39 A-39 . . .

A-iii

TABLE OF DEFINED TERMS

TABLE OF DEFINED TERMS
Acquisition Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Preamble
Applicable Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.7(b)
ASIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5
ASX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(c)
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.2
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 3.1
CFIUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.3
CIBC World Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.2(b)
Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.2
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Preamble
Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.7(b)
Corporations Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5.5(a)
Delaware Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.1
DOJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.2(b)
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.3
Employee Pension Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(a)
Employee Welfare Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(a)
End Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 8.1(c)
Environmental Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.13(b)
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(a)
Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(a)
Exon-Florio Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.3
FTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.2(b)
Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.13(c)
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.3
Indemnified Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.9(a)
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.15(b)
Ineligible Overseas Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(f)
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.3
Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.2
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.1
Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(e)
Mitsui . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.15(a)
MMI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Preamble
MMI Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.7(g)
MMI Change in Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.1(d)
MMI Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(a)
MMI Disclosure Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4
MMI Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.1
MMI Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(a)
MMI Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.1(c)
MMI SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.5(a)
MMI Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.1(a)

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MMI Stockholders Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.1(a)
MMI Stock Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(a)
MMI Stock Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(a)
MMI Superior Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.7(h)
MMI Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 8.3(a)
MMI Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(c)
MMI Warrant Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(c)
Multiemployer Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(b)
Non-US Competition Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.3
Other Collectively Bargained Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.12(d)
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.1(b)
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.2(a)
Sale Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(f)
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(d)
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.2(a)
Securities Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.9(d)
Sims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Preamble
Sims Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.8(f)
Sims AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.2(e)
Sims AGM Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 2.2(e)
Sims ADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(a)
Sims Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.15(a)
Sims Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5.5(a)
Sims Disclosure Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5
Sims Employee Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5.4(b)
Sims Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5.1
Sims Ordinary Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(a)
Sims Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 5.12(a)
Sims Superior Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 6.8(g)
Sims Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 8.3(b)
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.8(g)
Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 1.1
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.11(a)
Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Section 4.11(a)

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of September 24, 2007, between and among Sims Group Limited, a corporation organized under the laws of Victoria, Australia (“Sims”), MMI Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Sims (the “Acquisition Corporation”), and Metal Management, Inc., a Delaware corporation (“MMI”).

The board of directors of Sims has determined that a business combination with MMI, to be effected through Sims’s acquisition by merger of all of the outstanding shares of the capital stock of MMI, is advisable and consistent with the long-term business strategies of Sims and is in the best interests of Sims and its shareholders. The board of directors of MMI has determined that such a business combination is advisable and consistent with the long-term business strategies of MMI and is in the best interests of MMI and its stockholders. The respective boards of directors of Sims and MMI accordingly have each duly adopted resolutions approving this Agreement and the business combination contemplated hereby.

It is intended that the merger provided for in this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the value, receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

THE MERGER

SECTION 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time the Acquisition Corporation will be merged (the “Merger”) with and into MMI in accordance with the provisions of the General Corporation Law of the State of Delaware (the “Delaware Act”). Following the Merger, MMI will continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of the Acquisition Corporation will cease.

SECTION 1.2 The Closing . Upon the terms and subject to the conditions set forth in this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Baker & McKenzie LLP, One Prudential Plaza, 130 East Randolph Drive, Chicago, Illinois 60601, at 10:00 a.m., local time, on the second Business Day following the satisfaction or waiver of the conditions set forth in Article 7, or at such other date, time or place as Sims and MMI may agree. “Business Day” means any day other than a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or the State of New South Wales, or is a day on which banking institutions located in either such state are authorized or required by law or other governmental action to close. The date upon which the Closing occurs is referred to in this Agreement as the “Closing Date.”

SECTION 1.3 Effective Time . The Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the Delaware Act. The Merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of Delaware or at such later time as Sims and MMI mutually agree and specify in the certificate of merger. The time the Merger becomes effective in accordance with Sections 103 and 251 of the Delaware Act is referred to in this Agreement as the “Effective Time.”

SECTION 1.4 Effects of the Merger . The Merger will have the effects set forth in this Agreement and the Delaware Act. Without limiting the generality of the foregoing, as of the Effective Time, all properties, rights, privileges, powers and franchises of MMI and the Acquisition Corporation will vest in the Surviving Corporation and all debts, liabilities and duties of MMI and the Acquisition Corporation will become debts, liabilities and duties of the Surviving Corporation.

SECTION 1.5 Certificate of Incorporation and Bylaws . At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended in its entirety to read as set forth in Exhibit A and, as so

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amended, will be the certificate of incorporation of the Surviving Corporation, unless and until thereafter changed or amended in accordance with the Delaware Act. The bylaws of the Acquisition Corporation will be the bylaws of the Surviving Corporation.

SECTION 1.6 Directors . The directors of the Acquisition Corporation at the Effective Time will be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or as otherwise provided by law. Sims and MMI will agree prior to the Effective Time as to the composition of the board of directors of the Acquisition Corporation as of the Effective Time.

SECTION 1.7 Officers . The officers of the Acquisition Corporation at the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or as otherwise provided by law. Sims and MMI will agree prior to the Effective Time as to the initial officers of the Acquisition Corporation as of the Effective Time.

SECTION 1.8 Conversion of MMI Common Stock .

(a) Each share of MMI’s Common Stock, par value US$.01 per share (“MMI Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of MMI Common Stock held in the treasury of MMI, held by any Subsidiary of MMI or held by Sims or any Subsidiary of Sims) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive upon the surrender of the certificate formerly representing such share 2.05 (the “Exchange Ratio”) American Depositary Shares (“Sims ADSs”), each representing one Ordinary Share of Sims (a “Sims Ordinary Share”), issued in accordance with a depositary agreement to be entered into between and among Sims, Bank of New York or other appropriate depositary selected by Sims, as depositary, and the registered holders from time to time of Sims ADSs.

(b) In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Sims Ordinary Shares or shares of MMI Common Stock are changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the Exchange Ratio will be adjusted appropriately.

(c) Notwithstanding the provisions of Section 1.8(a), no fractional Sims ADSs will be issued pursuant to the Merger. In lieu of the issuance of fractional Sims ADSs, cash payments in United States dollars will be made to the former holders of MMI Common Stock with respect to any fractional Sims ADS that would otherwise be issuable pursuant to the Merger in an amount equal to such fractional part of a Sims ADS multiplied by the United States dollar equivalent of the closing price of one Sims Ordinary Share on the Australian Stock Exchange (“ASX”) on the last trading day preceding the Closing Date. The calculation of the United States dollar equivalent of such closing price will be based on the arithmetic mean of the buy and sell spot rates of exchange for Australian dollars and United States dollars on the London market at 11:00 a.m., London time, on the last trading day in London preceding the Closing Date. No such holder will be entitled to dividends, voting rights or any other shareholder right with respect to any fractional Sims ADSs that such holder, but for the provisions of this Section 1.8(c), would be entitled to receive pursuant to the Merger. For purposes of this Section 1.8(c), shares held of record by a particular stockholder of MMI and represented by two or more share certificates may be aggregated in order to reduce the fractional Sims ADSs issuable to such stockholder.

(d) Each share of MMI Common Stock held in the treasury of MMI, held by any Subsidiary of MMI or held by Sims or any Subsidiary of Sims immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and will cease to exist. For purposes of this Section 1.8(d), shares of MMI Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former director, officer or employee of MMI, Sims or any of their respective Subsidiaries will not be deemed to be held by MMI,

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Sims or any such Subsidiary, regardless of whether MMI, Sims or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares.

(e) The Sims ADSs to be issued upon the conversion of shares of MMI Common Stock pursuant to Section 1.8(a) and the cash to be paid in lieu of fractional Sims ADSs pursuant to Section 1.8(c) are referred to in this Agreement collectively as the “Merger Consideration.”

(f) Notwithstanding the other provisions of this Section 1.8, where Sims reasonably determines that the issue of Sims ADSs in the jurisdiction of a relevant proposed recipient of Sims ADSs (other than recipients resident in the United States or any jurisdiction to which Sims ADSs may be issued pursuant to exemptions from the registration and prospectus delivery requirements applicable to public offerings of securities to persons in such jurisdictions) is either prohibited or unduly onerous or impracticable (each such proposed recipient, an “Ineligible Overseas Stockholder”), Sims will procure that the Sale Agent will be issued such number of Sims ADSs as are attributable to the Ineligible Overseas Stockholders as Merger Consideration and will further procure that such Sims ADSs are sold and the proceeds of sale paid to the Ineligible Overseas Stockholders as soon as reasonably practicable after the Effective Time. The term “Sale Agent” as used in this Agreement means the person nominated by Sims to sell the Sims ADSs that are attributable to the Ineligible Overseas Stockholders under the terms of this Agreement.

(g) The term “Subsidiary” as used in this Agreement means any corporation, partnership, limited liability company or other business entity more than 50% of the outstanding voting equity securities of which is owned, directly or indirectly, by MMI or Sims, as applicable.

SECTION 1.9 MMI Stock Options and Warrants .

(a) MMI will use reasonable best efforts (including obtaining all necessary consents of current and former directors, officers and employees of MMI and its Subsidiaries) to permit each outstanding stock option to acquire shares of MMI Common Stock (each, a “MMI Stock Option”) granted under the Amended and Restated MMI 2002 Incentive Stock Plan or any other current or former stock option plan, program, agreement or arrangement of MMI or any of its Subsidiaries (collectively, the “MMI Stock Plans”) to be converted at the Effective Time into an option to purchase Sims ADSs in accordance with a procedure which satisfies the requirements under Section 424(a) of the Code; provided that to the extent consistent with satisfying such requirements, each MMI Stock Option will be converted into an option to purchase that whole number of Sims ADSs that could have been obtained upon the exercise of such MMI Stock Option immediately prior to the Effective Time and the conversion and exchange of the shares of MMI Common Stock issued upon such exercise for Sims ADSs as provided in Section 1.8, and the exercise price per share applicable to each such MMI Stock Option will be adjusted at the Effective Time as appropriate so as to preserve with respect to each option to purchase Sims ADSs the excess of the fair market value of each share of MMI Common Stock subject to the corresponding MMI Stock Option immediately before the Effective Time over the option price for such share of MMI Common Stock.

(b) At the Effective Time, each share of MMI Common Stock, if any, issued pursuant to any MMI Stock Plan that is subject to transfer limitations or vesting provisions under the terms of such MMI Stock Plan, or under any individual grant agreement pursuant to which such MMI Common Stock was issued or any other agreement between MMI and the holder thereof, will upon conversion thereof into a Sims ADS pursuant to the Merger continue to be subject to the same transfer limitations and vesting provisions, except as specifically provided in the MMI Stock Plans or any MMI restricted stock certificate. Any cash which would have been payable under Section 1.8(c) will be paid to the holder of such MMI Common Stock without regard to any such transfer limitations or vesting provisions.

(c) MMI will use reasonable best efforts (including obtaining all necessary consents of current and former directors, officers and employees of MMI and its Subsidiaries) to permit MMI, as of immediately prior to the Effective Time, to cancel each outstanding stock purchase warrant and other right to purchase or otherwise acquire shares of MMI Common Stock (each, a “MMI Warrant”) granted under the MMI Equity Incentive Plan or any other current or former plan, program, agreement or arrangement of MMI or any of its Subsidiaries providing for the issuance of stock purchase warrants or similar rights (collectively, the “MMI

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Warrant Plans”) (i) in exchange for the issuance to the holders of MMI Warrants of shares of MMI Common Stock, the number of which with respect to each MMI Warrant will be determined by dividing the (A) the excess of (1) the fair market value of the total number of shares of MMI Common Stock for which such MMI Warrant is then exercisable, determined based on the closing price of a share of MMI Common Stock on the New York Stock Exchange as of the trading day immediately preceding the Closing Date, over (2) the aggregate exercise price of such MMI Warrant by (B) the closing price of a share of MMI Common Stock on the New York Stock Exchange as of the trading day immediately preceding the Closing Date or (ii) if MMI is unable to obtain any such consent from any current or former director, officer or employee of MMI or its Subsidiaries, then in exchange for the issuance of warrants to purchase Sims ADSs to such holder of MMI Warrants and such exchange will be effected in accordance with a procedure that will result in the exchange being exempt from taxation under Section 409A of the Code.

(d) The board of directors or compensation committee of MMI will grant all approvals and take all other actions reasonably required pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, the “Securities Exchange Act”), to cause the disposition in the Merger of MMI Common Stock, MMI Stock Options and MMI Warrants held by affiliates of MMI to be exempt from the provisions of Section 16(b) of the Securities Exchange Act.

(e) No additional MMI Stock Options or MMI Warrants will be granted or issued pursuant to the MMI Stock Plans or MMI Warrant Plans after the Effective Time.

SECTION 1.10 Conversion of Acquisition Corporation Common Stock. Each share of the Common Stock, par value US$.01 per share, of the Acquisition Corporation issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of the Common Stock, par value US$.01 per share, of the Surviving Corporation.

ARTICLE 2

STOCKHOLDER APPROVAL

SECTION 2.1 MMI Actions . MMI, acting through its board of directors, in accordance with applicable law, its certificate of incorporation and bylaws and the rules of the New York Stock Exchange, will:

(a) duly call, give notice of, convene and hold a special meeting of its stockholders (the “MMI Stockholders Meeting”), to be held as promptly as practicable after the date of this Agreement, but in no event later than 60 days after the Registration Statement is declared effective by the SEC, for the purpose submitting this Agreement for adoption by the holders of a majority of the outstanding shares of MMI Common Stock (the “MMI Stockholder Approval”) and otherwise comply with all applicable legal requirements with respect to such meeting;

(b) file with the SEC as promptly as practicable after the date of this Agreement a Proxy Statement and related materials (the “Proxy Statement”) with respect to the MMI Stockholders Meeting satisfying the requirements of the Securities Exchange Act, respond promptly to any comments raised by the SEC with respect to the preliminary version of the Proxy Statement, and cause the definitive version of the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement has been declared effective;

(c) subject to Section 6.7, include in the Proxy Statement the recommendation of the board of directors of MMI that the stockholders of MMI vote in favor of the adoption of this Agreement and the transactions contemplated hereby (the “MMI Recommendation”);

(d) subject to Section 6.7, not withdraw or modify in any manner adverse to Sims the MMI Recommendation (a “MMI Change in Recommendation”) and take all necessary action to seek to obtain the MMI Stockholder Approval;

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(e) provide Sims with the information concerning MMI required to be included in the Registration Statement and a certificate in customary form with respect to the accuracy and completeness of such information; and

(f) use its reasonable best efforts to cause to be delivered to Sims by PricewaterhouseCoopers LLP comfort letters, dated as of the date immediately prior to the effectiveness of the Registration Statement and as of a date not more than two Business Days prior to the Closing Date, addressed to each of Sims and MMI, in form reasonably satisfactory to Sims and customary in scope for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

SECTION 2.2 Sims Actions. Sims, in accordance with applicable law, its constitution and the Listing Rules of ASX (the “Listing Rules”), will:

(a) file with the SEC as promptly as practicable after the date of this Agreement a Registration Statement (in which the Proxy Statement will be included) on Form F-4 satisfying the requirements of the Securities Act of 1933, as amended (together with the rules and regulations of the SEC thereunder, the “Securities Act”), registering the issuance of the Sims ADSs (together with the underlying Sims Ordinary Shares) proposed to be issued by Sims pursuant to the Merger (the “Registration Statement”), respond promptly to any comments raised by the SEC with respect to the Registration Statement, and use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable;

(b) provide MMI with the information concerning Sims and the Acquisition Corporation required to be included in the Proxy Statement and a certificate in customary form with respect to the accuracy and completeness of such information;

(c) before the Effective Time, file with the SEC a registration statement on Form S-8 (or any successor or other appropriate form) so as to register the issuance of that number of Sims ADSs equal to the number of Sims ADSs issuable upon the exercise of all MMI Stock Options assumed by Sims pursuant to Section 1.9(a) and also to provide for the resale of Sims ADSs held by, or issuable to, executive officers and directors of MMI, and maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any such options to purchase Sims ADSs or such Sims ADSs remain outstanding;

(d) use its reasonable best efforts to cause to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, a sufficient number of Sims ADSs to be issued in the Merger and pursuant to the MMI Stock Options and MMI Warrants; and

(e) at the time of the Annual General Meeting of Sims to be held within two months after the date of this Agreement (the “Sims AGM”), seek approval from its shareholders in accordance with Listing Rule 10.17 to increase the maximum aggregate amounts payable by Sims to its non-executive directors by way of directors’ fees to a level so as to permit the election and payment of non-executive directors with effect from the Closing as contemplated in Section 6.15 (the “Sims AGM Approval”).

ARTICLE 3

EXCHANGE OF CERTIFICATES

SECTION 3.1 Exchange of Certificates. From and after the Effective Time, each holder of a certificate that immediately prior to the Effective Time represented outstanding shares of MMI Common Stock (a “Certificate”) will be entitled to receive in exchange therefor, upon surrender thereof to Sims or an exchange agent designated by Sims reasonably acceptable to MMI, the Merger Consideration into which the shares of MMI Common Stock evidenced by such Certificate were converted pursuant to the Merger. No interest will be payable on the Merger Consideration to be paid to any holder of a Certificate irrespective of the time at which such Certificate is surrendered for exchange.

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SECTION 3.2 Dividends and Distributions. No holder of a Certificate will be entitled to receive any dividend or other distribution from Sims prior to the surrender of such holder’s Certificate to Sims or its agent for the Merger Consideration.

SECTION 3.3 No Rights as Stockholder. From and after the Effective Time, the holders of Certificates will cease to have any rights as a stockholder of the Surviving Corporation except as otherwise provided in this Agreement or by applicable law and Sims will be entitled to treat each Certificate that has not yet been surrendered to Sims or its agent for exchange solely as evidence of the right to receive the Merger Consideration into which the shares of MMI Common Stock evidenced by such Certificate have been converted pursuant to the Merger.

SECTION 3.4 Withholding. Sims or its agent will be entitled to deduct and withhold from the Merger Consideration otherwise payable to any former holder of MMI Common Stock all amounts Sims determines in good faith are required by law to be deducted or withheld therefrom.

SECTION 3.5 Escheat. Neither Sims, the Acquisition Corporation nor MMI will be liable to any former holder of MMI Common Stock for any portion of the Merger Consideration delivered by Sims or its agent to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange to Sims or its agent prior to the second anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF MMI

MMI represents and warrants to Sims and the Acquisition Corporation that except as disclosed in the reports, forms, statements, certifications and other documents filed by MMI with the SEC and publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System at least two Business Days prior to the date of this Agreement or as disclosed in the letter dated as of the date of this Agreement from MMI to Sims (the “MMI Disclosure Letter”):

SECTION 4.1 Organization. MMI and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other business entity power and authority to own, lease and operate its properties and to carry on its business as presently being conducted. MMI and each of its Subsidiaries is duly qualified to conduct business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition, operations or results of operations of MMI and its Subsidiaries taken as a whole or the ability of MMI to consummate the Merger and to perform its obligations under this Agreement (a “MMI Material Adverse Effect”); provided that none of the following will be deemed (either alone or in combination) to constitute, and none of the following will be taken into account in determining whether there has been, a MMI Material Adverse Effect: (a) any general change in economic, regulatory or political conditions, (b) any change, effect, event, occurrence, state of facts or development generally affecting the financial or securities markets, (c) any change, effect, event, occurrence, state of facts or development generally affecting the scrap metal or recycling industries, (d) any change in the foreign currency exchange rates applicable to the Australian or United States dollar, (e) any adverse change attributable to the execution of this Agreement or the announcement of the transactions contemplated by this Agreement, (f) any failure by MMI or its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (other than as a result of an event otherwise constituting a MMI Material Adverse Effect as provided herein), (g) any action expressly required to be taken by MMI or its Subsidiaries pursuant to this Agreement or (h) any action or inaction by MMI or any of its Subsidiaries approved or consented to in writing

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by Sims after the date of this Agreement. MMI has made available to Sims correct and complete copies of the charters and bylaws or other similar governance documents, as presently in effect, of MMI and each of its material Subsidiaries.

SECTION 4.2 Authorization of Transaction; Enforceability .

(a) Subject to obtaining MMI Stockholder Approval, MMI has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder.

(b) The board of directors of MMI, at a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are in the best interests of MMI and its stockholders, declaring this Agreement and the Merger to be advisable and recommending that MMI’s stockholders adopt this Agreement. The foregoing resolutions of the board of directors of MMI have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. The board of directors of MMI has received an opinion of CIBC World Markets Corp. (“CIBC World Markets”), financial advisor to MMI, to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of MMI Common Stock. The foregoing opinion has not been modified, supplemented or rescinded prior to the date of this Agreement. MMI will, promptly after the date of this Agreement, deliver to Sims, solely for informational purposes, correct and complete copies of the foregoing resolutions and, after receipt thereof by MMI, a written copy of such opinion.

(c) This Agreement constitutes the valid and legally binding obligation of MMI, enforceable against MMI in accordance with its terms and conditions.

SECTION 4.3 Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the “blue sky” laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of MMI Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act of 1976, as amended (the “HSR Act”), (d) customary filings pursuant to the competition laws of the jurisdictions set forth in the MMI Disclosure Letter (the “Non-US Competition Laws”), (e) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended, 50 U.S.C. App. 2170 (the “Exon-Florio Provisions”), and (f) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by MMI, nor the consummation by MMI of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a “Lien”) upon any property of MMI or any of its Subsidiaries pursuant to (i) the charter, bylaws or other similar governance documents of MMI or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which MMI or any of its Subsidiaries is subject or (iii) any agreement or commitment to which MMI or any of its Subsidiaries is a party or by which MMI, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.4 Capitalization .

(a) As of September 21, 2007, the authorized capital stock of MMI consisted of 52,000,000 shares divided into (i) 50,000,000 shares of MMI Common Stock, of which 26,046,590 shares are issued and outstanding, 1,531,132 shares are held by MMI as treasury shares, 623,332 shares are reserved for issuance

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upon the exercise of outstanding MMI Stock Options and (ii) 2,000,000 shares of Preferred Stock, par value $.01 per share, no shares of which are issued or outstanding. All of the issued and outstanding shares of capital stock of MMI have been duly authorized and are validly issued, fully paid and non-assessable.

(b) Other than MMI Stock Options and MMI Warrants to acquire an aggregate of 627,332 shares of MMI Common Stock granted by MMI to directors, officers and employees of MMI and its Subsidiaries pursuant to the MMI Stock Plans and MMI Warrant Plans, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require MMI or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to MMI or any of its Subsidiaries.

(c) Each grant of a MMI Stock Option and MMI Warrant was duly authorized no later than the date on which the grant of such MMI Stock Option or MMI Warrant was by its terms to be effective by all necessary corporate action, including approval by the board of directors of MMI (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant, if any, was duly executed and delivered by each party thereto. Each such grant was made in accordance with the terms of the MMI Stock Plans and MMI Warrant Plans, the Securities Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange. The per share exercise price of each MMI Stock Option and MMI Warrant was equal to or greater than the fair market value of a share of MMI Common Stock on the applicable grant date. Each such grant was properly accounted for in accordance with United States generally accepted accounting principles in the financial statements (including the related notes) of MMI and disclosed in MMI’s filings with the SEC in accordance with the Securities Exchange Act and all other applicable laws. MMI has not knowingly granted, and there is no and has been no policy or practice of MMI of granting, MMI Stock Options or MMI Warrants prior to, or otherwise coordinate the grant of MMI Stock Options or MMI Warrants with, the release or other public announcement of material information regarding MMI or its Subsidiaries or their results of operations or prospects.

(d) Neither MMI nor any of its Subsidiaries is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of MMI or any of its Subsidiaries.

(e) All of the outstanding shares of the capital stock of each of MMI’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by MMI or one of its Subsidiaries, free and clear of any Lien. Except for its Subsidiaries set forth in the MMI Disclosure Letter, MMI does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, limited liability company, joint venture or other entity.

SECTION 4.5 MMI SEC Documents; Proxy Statement .

(a) MMI has since January 1, 2002 filed all reports, forms, statements, certifications and other documents (collectively, together with all financial statements included or incorporated by reference therein, the “MMI SEC Documents”) required to be filed by MMI with the SEC pursuant to the provisions of the Securities Act or the Securities Exchange Act. Each of the MMI SEC Documents, as of its filing date and at each time thereafter when the information included therein was required to be updated pursuant to the rules and regulations of the SEC, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act. None of the MMI SEC Documents, as of their respective filing dates or any date thereafter when the information included therein was required to be updated pursuant to the rules and regulations of the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of MMI has been or is obligated to file any reports, forms, statements, certifications or other documents with the SEC.

(b) Each of the consolidated financial statements included in the MMI SEC Documents fairly presented the financial condition and the results of operations, changes in stockholders’ equity and cash flow of MMI and its consolidated Subsidiaries as of the respective dates and for the periods indicated therein, all in

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accordance with United States generally accepted accounting principles (subject in the case of unaudited interim financial statements to the omission of financial statement footnotes and to normal year end audit adjustments). No financial statements of any person or entity other than MMI and its consolidated Subsidiaries are required by United States generally accepted accounting principles to be included in such financial statements.

(c) MMI has delivered to Sims correct and complete copies of any proposed or contemplated amendments or modifications to the MMI SEC Documents (including any exhibit documents included therein) that have not yet been filed by MMI with the SEC.

(d) MMI has provided Sims with correct and complete copies of each comment letter received by MMI from the staff of the SEC during the past three years concerning any reports or registration statements filed by MMI with the SEC, together with the response made by MMI with respect to each such comment letter, and each other letter or notice (or summary of any oral notice or telephone call) from the SEC (including any accounting or Corporation Finance staff, regional enforcement or other office) to MMI in which the SEC or any of its staff has challenged or otherwise questioned MMI’s accounting, disclosure or other compliance with federal securities laws or SEC rules.

(e) The Proxy Statement to be distributed to MMI’s stockholders in connection with the transactions contemplated by this Agreement will comply in all material respects with the applicable requirements of the Securities Exchange Act and will not, at the time the definitive Proxy Statement is filed with the SEC and mailed to the stockholders of MMI, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made herein by MMI with respect to any information supplied by Sims or the Acquisition Corporation for inclusion in the Proxy Statement.

SECTION 4.6 Compliance and Governance Matters .

(a) MMI maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) that complies in all material respects with the requirements of the Securities Exchange Act and has been designed by MMI’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. MMI’s internal control over financial reporting is effective and MMI is not aware of any material weaknesses in its internal control over financial reporting.

(b) Since the date of the latest audited financial statements included in MMI’s most recent annual report on Form 10-K, there has been no change in MMI’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, MMI’s internal control over financial reporting.

(c) PricewaterhouseCoopers LLP, who have certified certain financial statements of MMI and its Subsidiaries and have audited MMI’s internal control over financial reporting and management’s assessment thereof, are independent public accountants as required by the Securities Act.

(d) MMI maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act) that comply in all material respects with the requirements of the Securities Exchange Act. Such disclosure controls and procedures have been designed to ensure that material information relating to MMI and its Subsidiaries is made known to MMI’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective.

(e) No attorney representing MMI or its Subsidiaries, whether or not employed by MMI or its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by MMI or its Subsidiaries, or any of its or their respective directors, officers, employees or agents, to the board of directors of MMI, any committee thereof or any director or executive officer of MMI.

(f) MMI is currently in compliance in all material respects with the listing requirements of the New York Stock Exchange.

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SECTION 4.7 No Undisclosed Liabilities. MMI and its Subsidiaries have no liabilities or obligations (whether absolute or contingent, liquidated or unliquidated, or due or to become due) except for (a) liabilities and obligations reflected in MMI SEC Documents and (b) other liabilities and obligations which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.8 Absence of Material Adverse Change. Since March 31, 2007, there has not occurred any event, change, effect or development which, individually or in the aggregate, has had or would reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.9 Litigation and Legal Compliance .

(a) The MMI Disclosure Letter sets forth each instance in which MMI or any of its Subsidiaries is as of the date of this Agreement (i) subject to any material unsatisfied judgment order, decree, stipulation, injunction or charge or (ii) a party to or, to MMI’s knowledge, is threatened to be made a party to any material charge, complaint, action, suit, proceeding, hearing or investigation of or in any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction. There are no judicial or governmental actions, proceedings or investigations pending or, to MMI’s knowledge, threatened with respect to which MMI or any of its Subsidiaries is a party or subject or that question the validity of this Agreement or any action taken or to be taken by MMI in connection with this Agreement, in each case which action, proceeding or investigation, if adversely determined, has had or would reasonably be expected to have a MMI Material Adverse Effect.

(b) Since January 1, 2002, MMI and its Subsidiaries have not, and have not received written notice from any governmental authority alleging that MMI or any of its Subsidiaries have, violated any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which MMI or any of its Subsidiaries is subject, except for violations or notices alleging instances of noncompliance, which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

(c) MMI and each of its Subsidiaries possess all necessary governmental franchises, licenses, permits, authorizations and approvals to own, lease and operate its properties and to carry on its business as presently being conducted, except for failures to possess such franchises, licenses, permits, authorizations or approvals which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.10 Contract Matters. Neither MMI nor any of its Subsidiaries is in default or violation of (and no event has occurred which with notice or the lapse of time or both would constitute a default or violation) of any term, condition or provision of any note, mortgage, indenture, loan agreement, other evidence of indebtedness, guarantee, license, lease, agreement or other contract, instrument or contractual obligation to which MMI or any of its Subsidiaries is a party or by which any of their respective assets is bound or subject, except for defaults and violations which, individually and in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.11 Tax Matters .

(a) MMI and each of its Subsidiaries have timely filed all required returns, declarations, reports, claims for refund or information returns and statements (collectively, “Tax Returns”) relating to any federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other tax, fee, assessment or charge, including any interest, penalty or addition thereto (collectively, “Taxes”), and all such Tax Returns are accurate and complete in all respects, except to the extent any such failure to file or any such inaccuracy in any filed Tax Return, individually or in the aggregate, has not had and would not reasonably be expected to have a MMI Material Adverse Effect. All material Taxes owed by MMI or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid, except to the extent any such failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a MMI Material Adverse Effect.

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(b) The most recent financial statements contained in MMI SEC Documents reflect adequate reserves for all Taxes payable by MMI and its Subsidiaries for all Tax periods and portions thereof through the date of such financial statements. No federal, state, local or foreign Tax audits or similar proceedings are pending or being conducted, nor has MMI received notice from any governmental authority that any such audit or other proceeding is pending, threatened or contemplated, including any notice of deficiency, request for waiver of time to assess Taxes or proposed adjustment for any amount of Tax proposed, asserted or assessed by any governmental authority against MMI or any of its Subsidiaries, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a MMI Material Adverse Effect.

(c) All material assessments for Taxes due with respect to any completed and settled examinations or any concluded litigation with respect to the income Tax Returns of MMI and its Subsidiaries have been fully paid.

(d) Except for Liens for current Taxes not yet due and payable or which are being contested in good faith, there is no material Lien affecting any of the material assets or properties of MMI or any of its Subsidiaries that arose in connection with any failure or alleged failure to pay any Tax.

(e) Neither MMI nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).

(f) Neither MMI nor any of its Subsidiaries has made any payments, is obligated to make any payments or is a party to any agreement that under any circumstances could obligate it to make any payments that will not be fully tax deductible under Section 280G of the Code or any comparable tax law.

(g) Neither MMI nor any of its Subsidiaries has taken or agreed to take any action that prevents the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.

(h) Neither MMI nor any of its Subsidiaries has entered into any transactions that require disclosure under Section 6011 of the Code.

(i) MMI and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of Taxes.

(j) Neither MMI nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in the two years prior to the date of this Agreement.

SECTION 4.12 Employee Benefit Matters .

(a) MMI has made available to Sims correct and complete copies of each plan, program or arrangement constituting an employee welfare benefit plan (an “Employee Welfare Benefit Plan”) as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or an employee pension benefit plan (an “Employee Pension Benefit Plan”) as defined in Section 3(2) of ERISA, and each other employee benefit plan, program or arrangement or employment practice (including each employment agreement, severance agreement, executive compensation arrangement, incentive program or arrangement, sick leave, vacation pay and severance pay policy, plant closing benefit, salary continuation arrangement for disability, consulting or other compensation arrangement, retirement plan, deferred compensation plan, “Rabbi” trust, bonus program, stock purchase, restricted stock or stock unit plan, phantom stock plan, stock appreciation rights plan, hospitalization, medical or heath plan, life insurance plan, voluntary employee benefit association (intended to qualify under Section 501(c)(9) of the Code), tuition reimbursement or scholarship program, or plan providing benefits or payments to employees in the event of a change in control, change in ownership or sale of all or a substantial portion of the assets of MMI or any of its Subsidiaries) maintained by MMI or any of its Subsidiaries with respect to any of its current or former directors, officers or employees with respect to which MMI or any of its Subsidiaries has any material liabilities, contingent or otherwise (collectively, the “MMI Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “MMI Plan” for these purposes.

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(b) With respect to each MMI Plan and except for matters which would not, individually or in the aggregate, reasonably be expected to have a MMI Material Adverse Effect:

(i) such MMI Plan (and each related trust, insurance contract or fund) has been administered in a manner consistent with its written terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable laws;

(ii) all required reports and descriptions required under applicable law have been filed or distributed appropriately with respect to such MMI Plan;

(iii) all contributions (including all employer contributions and employee salary reduction contributions) that are due have been paid in respect of each such MMI Plan and all contributions for any period ending on or before the Effective Time that are not yet due have been paid in respect of each such MMI Plan or accrued in accordance with the past custom and practice of MMI. All premiums or other payments for all periods ending on or before the Effective Time have been paid with respect to each such MMI Plan;

(iv) each MMI Plan that is intended to be qualified under Section 401(a) of the Code or to receive favorable tax or other treatment under applicable law has received a favorable determination letter from the Internal Revenue Service that it is qualified under Code Section 401(a) and that its related trust is exempt from federal income tax under Code Section 501(a) or has received proper evidence from the appropriate governmental entity to the effect that such plan will receive such favorable tax or other treatment under applicable law. To MMI’s knowledge, no event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax-exempt status of any such MMI Plan or trust or which would result in the loss of any other such favorable tax or other treatment under applicable law;

(v) the market value of assets under each such MMI Plan which is an Employee Pension Benefit Plan (other than any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)) and a “defined benefit plan” (as defined in Section 3(35) of ERISA) equals or exceeds the value of all vested and nonvested liabilities thereunder determined in accordance with Pension Benefit Guaranty Corporation methods, factors and assumptions applicable to an employee pension benefit plan terminating on the date for determination;

(vi) MMI has made available to Sims accurate and complete copies of all actuarial reports, appraisals and other documents in its possession relating to the funding of such MMI Plans;

(vii) MMI has made available to Sims correct and complete copies of the plan documents for the MMI Plan; and

(viii) neither MMI nor any of its Subsidiaries has communicated to any employee (excluding internal memoranda to management) any plan or commitment, whether or not legally binding, to create any addition material employee benefit plan or to materially modify or change any MMI Plan affecting any employee or terminated employee of MMI or any of its Subsidiaries.

(c) With respect to each Employee Welfare Benefit Plan or Employee Pension Benefit Plan that MMI or any of its Subsidiaries maintains or ever has maintained, or to which any of them contributes, ever has contributed or ever has been required to contribute, and except for matters which would not, individually or in the aggregate, have a MMI Material Adverse Effect:

(i) MMI has no liability with respect to any such Employee Pension Benefit Plan (other than any Multiemployer Plan) which is a defined benefit plan (as defined in Section 3(35) of ERISA) and has been terminated;

(ii) there have been no non-exempt prohibited transactions (as defined in Section 406 of ERISA and Section 4975 of the Code) or violations of applicable law with respect to such plan, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such plan, and no action, suit, proceeding, hearing or

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investigation with respect to the administration or the investment of the assets of such plan (other than routine claims for benefits) is pending or, to MMI’s knowledge, threatened; and

(iii) none of MMI or any of its Subsidiaries has incurred, and MMI has no reason to expect that MMI or any of its Subsidiaries will incur, any material liability to any government entity or agency (other than premium payments) or with respect to any such Employee Pension Benefit Plan.

(d) Neither MMI nor any of its Subsidiaries contributes to, ever has contributed to or ever has been required to contribute to any Multiemployer Plan or any comparable arrangement under applicable works council or other laws outside the United States of America (“Other Collectively Bargained Plan”) or has any liability (including withdrawal liability) under any Multiemployer Plan or Other Collectively Bargained Plan. None of the transactions contemplated by this Agreement will trigger any withdrawal or termination liability under any Multiemployer Plan or Other Collective Bargained Plan set forth in the MMI Disclosure Letter. To MMI’s knowledge, the withdrawal liability under all Multiemployer Plans and Other Collectively Bargained Plans to which MMI or any of its Subsidiaries contributes would not produce a MMI Material Adverse Effect if triggered simultaneously as of the date of this Agreement.

(e) Neither MMI nor any of its Subsidiaries maintains or ever has maintained, or contributes, ever has contributed or ever has been required to contribute to any Employee Welfare Benefit Plan providing medical, health, life insurance or other welfare benefits for current or future retired or terminated employees, their spouses or their dependents (other than in accordance with Section 4980B of the Code).

(f) No MMI Plan contains any provision that would prohibit the transactions contemplated by this Agreement, would give rise to any severance, termination or other payments as a result of the transactions contemplated by this Agreement (alone or together with the occurrence of any other event), or would cause any payment, acceleration or increase in benefits provided by any MMI Plan as a result of the transactions contemplated by this Agreement (alone or together with the occurrence of any other event).

SECTION 4.13 Environmental Matters .

(a) With respect to the current and former operations and properties of MMI and its Subsidiaries and except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect (i) to the knowledge of MMI, MMI and its Subsidiaries have complied in all respects with all Environmental Laws in connection with the ownership, use, maintenance and operation of all real property owned or leased by them and otherwise in connection with their operations, (ii) to the knowledge of MMI, neither MMI nor any of its Subsidiaries has any liability, whether contingent or otherwise, under any Environmental Law, (iii) no notices of any violation or alleged violation of, non-compliance or alleged non-compliance with or any liability under, any Environmental Law have been received by MMI or any of its Subsidiaries since June 30, 2004, (iv) there are no administrative, civil or criminal writs, injunctions, decrees, orders or judgments outstanding or any administrative, civil or criminal actions, suits, claims, proceedings or investigations pending or, to MMI’s knowledge, threatened, relating to compliance with or liability under any Environmental Law affecting MMI or any of its Subsidiaries and (v) to the knowledge of MMI, no changes or alterations in the practices or operations of MMI or any of its Subsidiaries as presently conducted are anticipated to be required in the future in order to permit MMI and its Subsidiaries to continue to comply with all applicable Environmental Laws.

(b) The term “Environmental Law” as used in this Agreement means any applicable law, rule, regulation, permit, order, writ, injunction, judgment or decree with respect to the preservation of the environment or the promotion of worker health and safety, including any law, rule, regulation, permit, order, writ, injunction, judgment or decree relating to Hazardous Materials, drinking water, surface water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, natural resources, waste water, storm water run-off, noises, odors, air emissions, waste emissions or wells.

(c) The term “Hazardous Materials” as used in this Agreement means each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance that is defined, determined, regulated or identified as hazardous or toxic or as petroleum under any Environmental Law or the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching,

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dumping, discarding, burying, abandoning or disposing into the environment of which is prohibited under any Environmental Law.

SECTION 4.14 Title. MMI and its Subsidiaries now have and at the Effective Time will have good and marketable title to all the properties and assets purported to be owned by them, free and clear of all Liens except (a) Liens for current Taxes or assessments not delinquent, (b) builder, mechanic, warehousemen, materialmen, contractor, workmen, repairmen, carrier or other similar Liens arising and continuing in the ordinary course of business for obligations that are not delinquent, (c) other similar common law or statutory Liens that do not materially affect the value of the property so subject or the usefulness thereof to MMI and its Subsidiaries, (d) Liens securing rental payments under capital lease arrangements, (e) easements, rights of way, restrictions, encumbrances, covenants, conditions, encroachments or any other matters affecting title to the real property owned or leased by MMI and its Subsidiaries that do not individually or in the aggregate materially impair the current use or value of any parcel of such real property or (f) for failures which, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect.

SECTION 4.15 Intellectual Property Matters .

(a) Except for matters which would not, individually or in the aggregate, have a MMI Material Adverse Effect (i) MMI and its Subsidiaries own or have the right to use pursuant to valid license, sublicense, agreement or permission all material items of Intellectual Property necessary for their operations as presently conducted and as presently proposed to be conducted, (ii) neither MMI nor any of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any material interference, infringement, misappropriation or violation of the Intellectual Property rights of any third party and (iii) to MMI’s knowledge, no third party has materially interfered with, infringed upon, misappropriated or otherwise come into conflict with any material Intellectual Property rights of MMI or any of its Subsidiaries.

(b) The term “Intellectual Property” as used in this Agreement means, collectively, patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, copyrights and mask works, and all registrations, applications, reissuances, continuations, continuations-in-part, revisions, extensions, reexaminations and associated good will with respect to each of the foregoing, computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data and pricing and cost information) and other intellectual property rights (in whatever form or medium).

SECTION 4.16 Labor Matters. There are no controversies pending or, to MMI’s knowledge, threatened between MMI or any of its Subsidiaries and any of their current or former employees or any labor or other collective bargaining unit representing any such employee that could reasonably be expected to result in a material labor strike, dispute, slow-down or work stoppage or otherwise have or be reasonably likely to have a MMI Material Adverse Effect. MMI is not aware of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of MMI or any of its Subsidiaries. MMI has made available to Sims accurate and complete copies of all material employment, severance and other agreements with its senior officers. To MMI’s knowledge as of the date of this Agreement, no executive, key employee or group of employees of MMI and its Subsidiaries has any plan to terminate employment with MMI and its Subsidiaries.

SECTION 4.17 State Takeover Laws. The resolutions adopted by the board of directors of MMI approving this Agreement are sufficient to cause the restrictions contained in Section 203 of the Delaware Act to be inapplicable to this Agreement, the Merger and the other transactions contemplated hereby. No other fair price, moratorium, control share acquisition or other form of antitakeover statute, rule or regulation of any state or jurisdiction applies or purports to apply to this Agreement, the Merger or the other transactions contemplated hereby.

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SECTION 4.18 Brokers’ Fees. Except for the fees and expenses payable by MMI to CIBC World Markets, neither MMI nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated by this Agreement. MMI has provided Sims with a correct and complete copy of the engagement letter between MMI and CIBC World Markets relating to the transactions contemplated by this Agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SIMS

Sims represents and warrants to MMI that except as disclosed in the reports, forms, statements, certifications and other documents filed by Sims with ASX or Australian Securities and Investment Commission (“ASIC”) and publicly available on ASX’s internet web site or ASIC’s public data base at least two Business Days prior to the date of this Agreement or as disclosed in the letter dated as of the date of this Agreement from Sims to MMI (the “Sims Disclosure Letter”):

SECTION 5.1 Organization. Sims and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as presently being conducted. Sims and each of its Subsidiaries is duly qualified to conduct business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition, operations or results of operations of Sims and its Subsidiaries taken as a whole or the ability of Sims to consummate the Merger and to perform its obligations under this Agreement (a “Sims Material Adverse Effect”) provided that none of the following will be deemed (either alone or in combination) to constitute, and none of the following will be taken into account in determining whether there has been, a Sims Material Adverse Effect: (a) any general change in economic, regulatory or political conditions, (b) any change, effect, event, occurrence, state of facts or development generally affecting the financial or securities markets, (c) any change, effect, event, occurrence, state of facts or development generally affecting the scrap metal or recycling industries, (d) any change in the foreign currency exchange rates applicable to the Australian or United States dollar, (e) any adverse change attributable to the execution of this Agreement or the announcement of the transactions contemplated by this Agreement, (f) any failure by Sims or its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (other than as a result of an event otherwise constituting a Sims Material Adverse Effect as provided herein), (g) any action expressly required to be taken by Sims or its Subsidiaries pursuant to this Agreement or (h) any action or inaction by Sims or any of its Subsidiaries approved or consented to in writing by MMI after the date of this Agreement. Sims has delivered to MMI correct and complete copies of the constitutions or other organizational documents, as presently in effect, of Sims and each of its material Subsidiaries.

SECTION 5.2 Authorization of Transaction; Enforceability .

(a) Sims has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder.

(b) The board of directors of Sims, at a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Sims and its shareholders. The foregoing resolutions of the board of directors of Sims have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement.

(c) This Agreement constitutes the valid and legally binding obligation of Sims, enforceable against Sims in accordance with its terms and conditions.

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SECTION 5.3 Noncontravention; Consents .

(a) Except for (i) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the “blue sky” laws and regulations of various states, (ii) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the listing of the Sims ADSs, (iii) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (iv) customary filings pursuant to the Non-US Competition Laws, (v) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with CFIUS under the Exon-Florio Provisions and (vi) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Sims, nor the consummation by Sims of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any Lien upon any property of Sims or any of its Subsidiaries pursuant to (A) the constitution or other organizational documents of Sims or any of its Subsidiaries, (B) any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which Sims or any of its Subsidiaries is subject or (C) any agreement or commitment to which Sims or any of its Subsidiaries is a party or by which Sims, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (B) and (C) above, for such matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

(b) Sims has applied for a waiver from ASX from the requirement to seek shareholder approval in accordance with ASX Listing Rule 7.1 for the issue of the Merger Consideration payable pursuant to Section 1.8. Sims has received a draft waiver from ASX, a copy of which has been provided to MMI, and Sims reasonably believes that the waiver when issued by the ASX will be in substantially the form of the draft waiver.

SECTION 5.4 Capitalization .

(a) As of the date of this Agreement, the issued share capital of Sims consisted of 126,132,776 Sims Ordinary Shares. All of the issued and outstanding shares of capital stock of Sims have been duly authorized and are validly issued and fully paid and non-assessable.

(b) Other than performance rights and restricted stock units granted by Sims pursuant to Sims’s Long Term Incentive Plans or individually to directors, officers and employees of Sims and its Subsidiaries (the “Sims Employee Plans”), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Sims or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its share capital. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to Sims or any of its Subsidiaries.

(c) Each grant of performance rights or restricted stock units was duly authorized no later than the date on which the grant of such performance rights or restricted stock units were by their terms to be effective by all necessary corporate action, including approval by the Sims Board (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant, if any, was duly executed and delivered by each party thereto. Each such grant was made in accordance with the terms of the Sims Employee Plans and all applicable laws and regulatory rules or requirements, including the rules of the ASX. Each such grant was properly accounted for in accordance with Australian International Financial Reporting Standards in the financial statements (including the related notes) of Sims and disclosed in Sims’s filings with the ASX in accordance with all applicable laws. Sims has not knowingly granted, and there is no and has been no Sims policy or practice of granting, performance rights or restricted stock units prior to, or otherwise coordinate the grant of performance rights or restricted stock units with, the release or other public announcement of material information regarding Sims or its Subsidiaries or their results of operations or prospects.

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(d) Neither Sims nor any of its Subsidiaries is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any share capital of Sims or any of its Subsidiaries.

(e) All of the outstanding shares of the capital stock of each of Sims’s Subsidiaries have been validly issued and are fully paid and are owned by Sims or one of its Subsidiaries, free and clear of any Lien. Except for its Subsidiaries set forth in the Sims Disclosure Letter, Sims does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, limited liability company, joint venture or other entity.

SECTION 5.5 Sims Disclosure Documents; Registration Statement .

(a) Sims (or its corporate predecessor) has since January 1, 2002 filed all reports, forms, statements and other documents (collectively, together with all financial statements included or incorporated by reference therein, the “Sims Disclosure Documents”) required to be filed by Sims with the ASX pursuant to the provisions of the Listing Rules. Each of the Sims Disclosure Documents, as of its filing date and at each time thereafter when the information included therein was required to be updated pursuant to the rules and regulations of ASX, complied in all material respects with the applicable requirements of the Listing Rules and Chapter 2M of the Corporations Act 2001 (Cth), an Act of Parliament of the Commonwealth of Australia (the “Corporations Act”). None of the Sims Disclosure Documents, as of their respective filing dates or any date thereafter when the information included therein was required to be updated pursuant to the rules and regulations of ASX, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of Sims has been or is obligated to file any reports, forms, statements, certifications or other documents with ASX or ASIC.

(b) Each of the consolidated financial statements included in the Sims Disclosure Documents fairly presented the financial condition and the results of operations, changes in stockholders’ equity and cash flow of Sims and its consolidated Subsidiaries as of the respective dates and for the periods indicated therein, all in accordance with Australian International Financial Reporting Standards (subject in the case of unaudited interim financial statements to the omission of financial statement footnotes and to normal year end audit adjustments). No financial statements of any person or entity other than Sims and its consolidated Subsidiaries are required by Australian International Financial Reporting Standards to be included in such financial statements.

(c) Sims has delivered to MMI correct and complete copies of any proposed or contemplated amendments or modifications to the Sims Disclosure Documents (including any exhibit documents included therein) that have not yet been filed by Sims with ASX.

(d) Sims has provided MMI with correct and complete copies of any correspondence received by Sims from ASX or ASIC during the past three years concerning any Sims Disclosure Document, together with the response made by Sims with respect to each such correspondence, and each other letter or notice (or summary of any oral notice or telephone call) from ASX or ASIC to Sims in which ASX of ASIC or any of its staff has challenged or otherwise questioned Sims’s accounting or disclosure or other compliance under the Listing Rules.

(e) The Registration Statement will comply in all material respects with the applicable requirements of the Securities Act and Securities Exchange Act and will not, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. No representation or warranty is made herein by Sims with respect to any information supplied by MMI for inclusion in the Registration Statement.

SECTION 5.6 Internal and Disclosure Controls .

(a) Sims’s internal control over financial reporting is effective and Sims is not aware of any material weaknesses in its internal control over financial reporting.

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(b) Since the date of the latest audited financial statements included in Sims’s most recent annual report, there has been no change in Sims’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Sims’s internal control over financial reporting.

(c) Sims maintains disclosure controls and procedures that are consistent with applicable ASX guidelines. Such disclosure controls and procedures have been designed to ensure that material information relating to Sims and its Subsidiaries is made known to Sims’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective.

(d) Sims is currently in compliance in all material respects with the Listing Rules.

SECTION 5.7 No Undisclosed Liabilities. Sims and its Subsidiaries have no liabilities or obligations (whether absolute or contingent, liquidated or unliquidated, or due or to become due) except for (a) liabilities and obligations reflected in Sims Disclosure Documents and (b) other liabilities and obligations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

SECTION 5.8 Absence of Material Adverse Change. Since March 31, 2007, there has not occurred any event, change, effect or development which, individually or in the aggregate, has had or would reasonably be expected to have a Sims Material Adverse Effect.

SECTION 5.9 Litigation and Legal Compliance .

(a) The Sims Disclosure Letter sets forth each instance in which Sims or any of its Subsidiaries is as of the date of this Agreement (i) subject to any material unsatisfied judgment order, decree, stipulation, injunction or charge or (ii) a party to or, to MMI’s knowledge, is threatened to be made a party to any material charge, complaint, action, suit, proceeding, hearing or investigation of or in any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction. There are no judicial or governmental actions, proceedings or investigations pending or, to Sims’s knowledge, threatened with respect to which Sims or any of its Subsidiaries is a party or subject or that question the validity of this Agreement or any action taken or to be taken by Sims in connection with this Agreement, in each case which action, proceeding or investigation, if adversely determined, has had or would reasonably be expected to have a Sims Material Adverse Effect.

(b) Since January 1, 2002, Sims and its Subsidiaries have not, and have not received written notice from any governmental authority alleging that Sims or any of its Subsidiaries have, violated any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which Sims or any of its Subsidiaries is subject, except for violations, or notices alleging instances of noncompliance, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

(c) Sims and each of its Subsidiaries possess all necessary governmental franchises, licenses, permits, authorizations and approvals to own, lease and operate its properties and to carry on its business as presently being conducted, except for failures to possess such franchises, licenses, permits, authorizations or approvals which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

SECTION 5.10 Contract Matters. Neither Sims nor any of its Subsidiaries is in default or violation of (and no event has occurred which with notice or the lapse of time or both would constitute a default or violation) any term, condition or provision of any note, mortgage, indenture, loan agreement, other evidence of indebtedness, guarantee, license, lease, agreement or other contract, instrument or contractual obligation to which Sims or any of its Subsidiaries is a party or by which any of their respective assets is bound or subject, except for defaults and violations which, individually and in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

SECTION 5.11 Tax Matters .

(a) Sims and each of its Subsidiaries have timely filed all required Tax Returns relating to any Taxes and all such Tax Returns are accurate and complete in all respects, except to the extent any such failure to file or any such inaccuracy in any filed Tax Return, individually or in the aggregate, has not had and would not

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reasonably be expected to have a Sims Material Adverse Effect. All material Taxes owed by Sims or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid, except to the extent any such failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Sims Material Adverse Effect.

(b) The most recent financial statements contained in Sims Disclosure Documents reflect adequate reserves for all Taxes payable by Sims and its Subsidiaries for all Tax periods and portions thereof through the date of such financial statements. No federal, state, local or foreign Tax audits or similar proceedings are pending or being conducted, nor has Sims received notice from any governmental authority that any such audit or other proceeding is pending, threatened or contemplated, including any notice of deficiency, request for waiver of time to assess Taxes or proposed adjustment for any amount of Tax proposed, asserted or assessed by any governmental authority against Sims or any of its Subsidiaries, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Sims Material Adverse Effect.

(c) All material assessments for Taxes due with respect to any completed and settled examinations or any concluded litigation with respect to the income Tax Returns of Sims and its Subsidiaries have been fully paid.

(d) Except for Liens for current Taxes not yet due and payable or which are being contested in good faith, there is no material Lien affecting any of the material assets or properties of Sims or any of its Subsidiaries that arose in connection with any failure or alleged failure to pay any Tax.

(e) Neither Sims nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).

(f) Neither Sims nor any of its Subsidiaries has made any payments, is obligated to make any payments or is a party to any agreement that under any circumstances could obligate it to make any payments that will not be fully tax deductible under Section 280G of the Code or any comparable tax law.

(g) Neither Sims nor any of its Subsidiaries has taken or agreed to take any action that prevents the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.

(h) Neither Sims nor any of its Subsidiaries has entered into any transactions that require disclosure under Section 6011 of the Code.

(i) Sims and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of Taxes.

(j) Neither Sims nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in the two years prior to the date of this Agreement.

SECTION 5.12 Employee Benefit Matters .

(a) Sims has made available to MMI correct and complete copies of each plan, program or arrangement constituting an Employee Welfare Benefit Plan or an Employee Pension Benefit Plan, and each other employee benefit plan, program or arrangement or employment practice (including each employment agreement, severance agreement, executive compensation arrangement, incentive program or arrangement, sick leave, vacation pay and severance pay policy, plant closing benefit, salary continuation arrangement for disability, consulting or other compensation arrangement, retirement plan, deferred compensation plan, “Rabbi” trust, bonus program, stock purchase, restricted stock or stock unit plan, phantom stock plan, stock appreciation rights plan, hospitalization, medical or heath plan, life insurance plan, voluntary employee benefit association (intended to qualify under Section 501(c)(9) of the Code), tuition reimbursement or scholarship program, or plan providing benefits or payments to employees in the event of a change in control, change in ownership or sale of all or a substantial portion of the assets of Sims or any of its Subsidiaries) maintained by Sims or any of its Subsidiaries with respect to any of its current or former directors, officers or employees with respect to which Sims or any of its Subsidiaries has any material liabilities, contingent or otherwise (collectively, the “Sims Plans”); provided that any governmental plan or program requiring the mandatory payment of social

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insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Sims Plan” for these purposes.

(b) With respect to each Sims Plan and except for matters which would not, individually or in the aggregate, reasonably be expected to have a Sims Material Adverse Effect:

(i) such Sims Plan (and each related trust, insurance contract or fund) has been administered in a manner consistent with its written terms and complies in form and operation with the applicable requirements of ERISA, the Code and other applicable laws;

(ii) all required reports and descriptions required under applicable law have been filed or distributed appropriately with respect to such Sims Plan;

(iii) all contributions (including all employer contributions and employee salary reduction contributions) that are due have been paid in respect of each such Sims Plan and all contributions for any period ending on or before the Effective Time that are not yet due have been paid in respect of each such Sims Plan or accrued in accordance with the past custom and practice of Sims. All premiums or other payments for all periods ending on or before the Effective Time have been paid with respect to each such Sims Plan;

(iv) each Sims Plan that is intended to be qualified under Section 401(a) of the Code or to receive favorable tax or other treatment under applicable law has received a favorable determination letter from the Internal Revenue Service that it is qualified under Code Section 401(a) and that its related trust is exempt from federal income tax under Code Section 501(a) or has received proper evidence from the appropriate governmental entity to the effect that such plan will receive such favorable tax or other treatment under applicable law. To Sims’s knowledge, no event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax-exempt status of any such Sims Plan or trust or which would result in the loss of any other such favorable tax or other treatment under applicable law;

(v) the market value of assets under each such Sims Plan which is an Employee Pension Benefit Plan (other than any Multiemployer Plan and a “defined benefit plan” (as defined in Section 3(35) of ERISA) equals or exceeds the value of all vested and nonvested liabilities thereunder determined in accordance with Pension Benefit Guaranty Corporation methods, factors and assumptions applicable to an employee pension benefit plan terminating on the date for determination;

(v) Sims has made available to MMI accurate and complete copies of all actuarial reports, appraisals and other documents in its possession relating to the funding of such Sims Plans;

(vi) Sims has made available to MMI correct and complete copies of the plan documents for the Sims Plan;

(vii) neither Sims nor any of its Subsidiaries has communicated to any employee (excluding internal memoranda to management) any plan or commitment, whether or not legally binding, to create any addition material employee benefit plan or to materially modify or change any Sims Plan affecting any employee or terminated employee of Sims or any of its Subsidiaries.

(c) With respect to each Employee Welfare Benefit Plan or Employee Pension Benefit Plan that Sims or any of its Subsidiaries maintains or ever has maintained, or to which any of them contributes, ever has contributed or ever has been required to contribute, and except for matters which would not, individually or in the aggregate, have a Sims Material Adverse Effect: (i) Sims has no liability with respect to any such Employee Pension Benefit Plan (other than any Multiemployer Plan) which is a defined benefit plan (as defined in Section 3(35) of ERISA and has been;

(ii) there have been no non-exempt prohibited transactions (as defined in Section 406 of ERISA and Section 4975 of the Code) violations of applicable law with respect to such plan, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such plan, and no action, suit, proceeding, hearing or

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investigation with respect to the administration or the investment of the assets of such plan (other than routine claims for benefits) is pending or, to Sims’s knowledge, threatened; and

(iii) none of Sims or any of its Subsidiaries has incurred, and Sims has no reason to expect that Sims or any of its Subsidiaries will incur, any material liability to any government entity or agency (other than premium payments) with respect to any such Employee Pension Benefit Plan.

(d) Neither Sims nor any of its Subsidiaries contributes to, ever has contributed to or ever has been required to contribute to any Multiemployer Plan or any Other Collectively Bargained Plan or has any liability (including withdrawal liability) under any Multiemployer Plan or Other Collectively Bargained Plan. None of the transactions contemplated by this Agreement will trigger any withdrawal or termination liability under any Multiemployer Plan or other collective bargained plan set forth in the Sims Disclosure Letter. To Sims’ knowledge, the withdrawal liability under all Multiemployer Plans and Other Collectively Bargained Plans to which Sims or any of its Subsidiaries contributes would not produce a Sims Material Adverse Effect if triggered simultaneously as of the date of this Agreement.

(e) Neither Sims nor any of its Subsidiaries maintains or ever has maintained, or contributes, ever has contributed or ever has been required to contribute to any Employee Welfare Benefit Plan providing medical, health, life insurance or other welfare benefits for current or future retired or terminated employees, their spouses or their dependents (other than in accordance with Section 4980B of the Code).

(f) No Sims Plan contains any provision that would prohibit the transactions contemplated by this Agreement, would give rise to any severance, termination or other payments as a result of the transactions contemplated by this Agreement (alone or together with the occurrence of any other event), or would cause any payment, acceleration or increase in benefits provided by any Sims Plan as a result of the transactions contemplated by this Agreement (alone or together with the occurrence of any other event).

SECTION 5.13 Environmental Matters. With respect to the current and former operations and properties of Sims and its Subsidiaries and except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect (a) to the knowledge of Sims, Sims and its Subsidiaries have complied in all respects with all Environmental Laws in connection with the ownership, use, maintenance and operation of all real property owned or leased by them and otherwise in connection with their operations, (b) to the knowledge of Sims, neither Sims nor any of its Subsidiaries has any liability, whether contingent or otherwise, under any Environmental Law, (c) no notices of any violation or alleged violation of, non-compliance or alleged non-compliance with or any liability under, any Environmental Law have been received by Sims or any of its Subsidiaries since June 30, 2004, (d) there are no administrative, civil or criminal writs, injunctions, decrees, orders or judgments outstanding or any administrative, civil or criminal actions, suits, claims, proceedings or investigations pending or, to Sims’s knowledge, threatened, relating to compliance with or liability under any Environmental Law affecting Sims or any of its Subsidiaries and (e) to the knowledge of Sims, no changes or alterations in the practices or operations of Sims or any of its Subsidiaries as presently conducted are anticipated to be required in the future in order to permit Sims and its Subsidiaries to continue to comply with all applicable Environmental Laws.

SECTION 5.14 Title. Sims and its Subsidiaries now have and at the Effective Time will have good and marketable title to all the properties and assets purported to be owned by them, free and clear of all Liens except (a) Liens for current Taxes or assessments not delinquent, (b) builder, mechanic, warehousemen, materialmen, contractor, workmen, repairmen, carrier or other similar Liens arising and continuing in the ordinary course of business for obligations that are not delinquent, (c) other similar common law or statutory Liens that do not materially affect the value of the property so subject or the usefulness thereof to Sims and its Subsidiaries, (d) Liens securing rental payments under capital lease arrangements, (e) easements, rights of way, restrictions, encumbrances, covenants, conditions, encroachments or any other matters affecting title to the real property owned or leased by Sims and its Subsidiaries that do not individually or in the aggregate materially impair the current use or value of any parcel of such real property or (f) for failures which, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect.

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SECTION 5.15 Intellectual Property Matters. Except for matters which would not, individually or in the aggregate, have a Sims Material Adverse Effect (a) Sims and its Subsidiaries own or have the right to use pursuant to valid license, sublicense, agreement or permission all material items of Intellectual Property necessary for their operations as presently conducted and as presently proposed to be conducted, (b) neither Sims nor any of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any material interference, infringement, misappropriation or violation of the Intellectual Property rights of any third party and (iii) to Sims’s knowledge, no third party has materially interfered with, infringed upon, misappropriated or otherwise come into conflict with any material Intellectual Property rights of Sims or any of its Subsidiaries.

SECTION 5.16 Labor Matters. There are no controversies pending or, to Sims’s knowledge, threatened between Sims or any of its Subsidiaries and any of their current or former employees or any labor or other collective bargaining unit representing any such employee that could reasonably be expected to result in a material labor strike, dispute, slow-down or work stoppage or otherwise have or be reasonably likely to have a Sims Material Adverse Effect. Sims is not aware of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of Sims or any of its Subsidiaries. Sims has made available to MMI accurate and complete copies of all material employment, severance and other agreements with its senior officers. To Sims’s knowledge as of the date of this Agreement, no executive, key employee or group of employees of Sims and its Subsidiaries has any plan to terminate employment with Sims and its Subsidiaries.

SECTION 5.17 Brokers’ Fees. Except for the fees and expenses payable by Sims to UBS Investment Bank, neither Sims nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated by this Agreement.

ARTICLE 6

COVENANTS

SECTION 6.1 General. Each of the parties will use its reasonable best efforts to take all action and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

SECTION 6.2 Notices and Consents .

(a) Each of the parties prior to the Closing Date will give all notices to third parties and governmental entities and will use its reasonable best efforts to obtain all governmental and material third party consents and approvals that are required in connection with the transactions contemplated by this Agreement.

(b) In furtherance and not in limitation of the foregoing, each of the parties agrees to (i) file a Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) under the HSR Act as promptly as practicable, and in any event within 10 Business Days following the execution and delivery of this Agreement, (ii) file as promptly as practicable any filings required under the Non-US Competition Laws, (iii) if so requested in writing by Sims or MMI, file as promptly as practicable with CFIUS a notice with respect to the transactions contemplated by the Agreement pursuant to the Exon-Florio Provisions, and (iv) use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to cause the expiration or early termination of the applicable waiting periods with respect to the approval of the Merger under the HSR Act, any applicable Non-US Competition Laws and the Exon-Florio Provisions, and to make all further filings pursuant thereto that may be necessary, proper or advisable.

(c) Each party will, in connection with the efforts referenced in Section 6.2(b) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party,

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(ii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, the FTC, the DOJ, CFIUS (if applicable) or any other U.S. or foreign governmental entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the Agreement and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, CFIUS (if applicable) or any other U.S. or foreign governmental entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ, CFIUS (if applicable) or such other applicable governmental entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with applicable law.

(d) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.2(b) and 6.2(c), each party will use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under the HSR Act, the Exon-Florio Provisions (if applicable) or any applicable Non-US Competition Law, including using reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each party will cooperate with the other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

(e) Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Sims or MMI to consummate the Merger, Sims or MMI will not be required to enter into any agreement, consent decree, mitigation agreement or other commitment requiring Sims or MMI or any of their respective Subsidiaries to divest or hold separate assets that would reduce by 5% or more the aggregate tonnage of ferrous scrap processed, on an annualized basis, by the parties and their Subsidiaries, taken as a whole, as compared with the operations of the parties and their Subsidiaries for the 12 months ended June 30, 2007, or to take any other action (including in relation to the MMI assets or business after the Closing Date) that would have a material adverse effect on the business, financial condition, operations or results of operation of Sims or MMI and their respective Subsidiaries, in each case, taken as a whole, or on the ability of MMI or Sims to consummate the Merger or perform their respective obligations under this Agreement.

SECTION 6.3 Carry on in Regular Course. Except as expressly contemplated by this Agreement or otherwise disclosed in the MMI Disclosure Letter or the Sims Disclosure Letter, from and after the date of this Agreement through the Closing Date, each of MMI and Sims will, and will cause each of its respective Subsidiaries to, conduct its operations in accordance with its ordinary course of business, consistent with past practice. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or otherwise disclosed in the MMI Disclosure Letter or the Sims Disclosure Letter, neither MMI nor Sims will, and, where applicable, will not cause or permit any of its respective Subsidiaries to:

(a) amend the organizational documents of Sims or MMI or amend the organizational documents of any of their respective Subsidiaries if such amendment would have a Sims Material Adverse Effect or MMI Material Adverse Effect, as applicable;

(b) authorize or effect any stock split or combination or reclassification of shares of capital stock of Sims or MMI or authorize or effect any stock split or combination or reclassification of shares of the capital stock of any of their respective Subsidiaries if such action would have a Sims Material Adverse Effect or MMI Material Adverse Effect, as applicable;

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(c) repurchase, redeem or otherwise acquire for value any shares of the capital stock, or any other securities exercisable or exchangeable for or convertible into shares of capital stock of Sims or MMI, or declare or pay any dividend or distribution with respect to the capital stock of Sims or MMI, except for (i) in the case of MMI, regular quarterly cash dividends in an amount per share not exceeding the amount of the most recently quarterly dividend paid by MMI, and (ii) in the case of Sims, regular half yearly cash dividends in an amount per share not exceeding the amount of the most recently half yearly dividend paid by Sims;

(d) issue or authorize the issuance of any shares of its capital stock (other than in connection with the exercise of currently outstanding stock options and the issuance of shares pursuant to the Sims Employee Plans or Sims’s dividend reinvestment plan) or any other securities exercisable or exchangeable for or convertible into shares of its capital stock,;

(e) merge or consolidate with any entity if the same would have a Sims Material Adverse Effect or MMI Material Adverse Effect, as applicable;

(f) sell, lease or otherwise dispose of any of its capital assets, including any shares of the capital stock of any of its Subsidiaries, if the same would have a Sims Material Adverse Effect or MMI Material Adverse Effect, as applicable;

(g) liquidate, dissolve or effect any recapitalization or reorganization in any form if the same would have a Sims Material Adverse Effect or MMI Material Adverse Effect; (h) acquire any interest in any business (whether by purchase of assets, purchase of stock, merger or otherwise) or enter into any joint venture if the business or joint venture interest acquired would have a fair market value, as determined in good faith by the board of directors of Sims or MMI, as applicable, in excess of US$50 million in the aggregate;

(i) create, incur, assume or suffer to exist any indebtedness for borrowed money (including capital lease obligations), other than indebtedness existing as of the date of this Agreement and other indebtedness incurred in the ordinary course of business, consistent with past practice;

(j) create, incur, assume or suffer to exist any Lien affecting any of its material assets or properties other than in the ordinary course of business, consistent with past practice;

(k) except as required as the result of changes in United States or Australian generally accepted accounting principles, change any of the accounting principles or practices used by it or revalue in any material respect any of its assets or properties, other than write-downs of inventory or accounts receivable in the ordinary course of business, consistent with past practice;

(l) except as required under the terms of any collective bargaining agreement in effect as of the date of this Agreement or in the ordinary course of business, consistent with past practice, grant any general or uniform increase in the rates of pay of its employees or grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment;

(m) except for any increase required under the terms of any collective bargaining agreement or consulting or employment agreement in effect on the date of this Agreement or in ordinary course of business, consistent with past practice, increase the compensation payable or to become payable to officers, salaried employees or agents with a base salary in excess of US$150,000 per year or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such officers, salaried employees or agents;

(n) make any material Tax election or settle or compromise any material Tax liability;

(o) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge and satisfaction in the ordinary course of business of liabilities reflected or reserved for in its consolidated financial statements or otherwise incurred in the ordinary course of business, consistent with past practice;

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• (p) settle or compromise any material pending or threatened suit, action or proceeding; or

• (q) commit to do any of the foregoing.

SECTION 6.4 Preservation of Organization. Except as otherwise contemplated by this Agreement, each of MMI and Sims will, and will cause each of its respective Subsidiaries to, use its reasonable best efforts in the ordinary course of business, consistent with past practice, to preserve its business organization intact, to keep available after the Closing Date the services of its present officers and employees and to preserve its present relationships with suppliers and customers and others with which it has business relations.

SECTION 6.5 Full Access. Each of MMI and Sims will permit representatives of the other party to have full access at all reasonable times to all premises, properties, books, records, contracts and documents of or pertaining to it and its respective Subsidiaries. Without limiting the generality of the foregoing, each of MMI and Sims acknowledges and agrees that the other party and its representatives and agents may with reasonable prior notice conduct customary environmental assessments of the real property and facilities owned or leased by such party and its respective Subsidiaries.

SECTION 6.6 Notice of Developments; SEC and ASX Filings .

(a) MMI and Sims will each give prompt oral and written notice to the other party of any material development affecting it or any of its respective Subsidiaries, including any change or event having, or which would reasonably be expected to have, a MMI Material Adverse Effect or Sims Material Adverse Effect, as the case may be, or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein, or of any material development affecting the ability of the parties to consummate the transactions contemplated by this Agreement; provided that any noncompliance with the foregoing will not constitute the failure to be satisfied of a condition set forth in Article 7 or give rise to any right of termination under Article 8 unless the underlying breach will independently constitute such a failure or give rise to such a right. No such notice will be deemed to have amended any of the disclosures set forth in the MMI Disclosure Letter or the Sims Disclosure Letter, to have qualified the representations and warranties contained herein and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such material development.

(b) MMI and Sims will file all reports required to be filed by each of them with the SEC and the ASX between the date of this Agreement and the Effective Time and will deliver to the other party copies of all such reports promptly after the same are filed. Each of MMI and Sims will be permitted, to the extent practicable, to review in advance and consult with each other with respect to all the information relating to the other party, and any of its respective Subsidiaries, which appears in any such filing, in each case subject to applicable laws relating to the exchange of information.

SECTION 6.7 Acquisition Proposals Relating to MMI .

(a) MMI and each of its Subsidiaries, and each of their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives, will immediately cease any discussions or negotiations presently being conducted with respect to any MMI Acquisition Proposal. MMI and its Subsidiaries will not and will use their reasonable best efforts to cause their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives not to, directly or indirectly (i) initiate, solicit or take any action to facilitate or encourage any inquiries with respect to, or the making of, any MMI Acquisition Proposal, (ii) engage in any negotiations or discussions with, furnish any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party relating to any MMI Acquisition Proposal, (iii) effect any MMI Change in Recommendation, (iv) grant any waiver or release under any standstill or similar agreement with respect to acquisitions of MMI Common Stock by any party other than Sims or (v) propose publicly or agree to do any of the foregoing related to any MMI Acquisition Proposal. MMI will be responsible for any breach of the provisions of this Section 6.7 by any director, officer, employee, financial advisor, attorney, accountants, consultant or other agent, advisor or representative of MMI or any of its Subsidiaries.

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(b) Notwithstanding anything to the contrary contained in this Section 6.7, subject to providing Sims with not less than 48 hours prior written notice of any such action, MMI may engage in discussions or negotiations with, and furnish information and data to, any party that submits an unsolicited written MMI Acquisition Proposal after the date of this Agreement and on or prior to the date of the MMI Stockholder Approval (the “Applicable Period”) if (i) the board of directors of MMI determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that such MMI Acquisition Proposal constitutes or would be reasonably likely to result in a MMI Superior Acquisition Proposal, (ii) the board of directors of MMI determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the board of directors under Delaware law and (iii) prior to providing any material, non-public information regarding MMI, MMI receives from the party submitting such MMI Acquisition Proposal an executed confidentiality agreement containing provisions that are no less favorable to MMI than the provisions contained in the Confidentiality Agreement, dated as of April 24, 2007 (the “Confidentiality Agreement”), between MMI and Sims and which permits MMI to perform and comply with its obligations under this Agreement.

(c) Notwithstanding anything to the contrary contained in this Section 6.7, (i) if at any time during the Applicable Period and after receipt of a MMI Superior Acquisition Proposal the board of directors of MMI, in the exercise of its fiduciary duties, determines in good faith after consultation with outside legal counsel that to do otherwise would be reasonably likely to result in a breach of its fiduciary duties under Delaware law, the board of directors of MMI may effect a MMI Change in Recommendation and (ii) the board of directors of MMI may terminate this Agreement in accordance with Section 8.1(f)(iii) if (A) MMI has received an unsolicited written MMI Acquisition Proposal during the Applicable Period, (B) the Applicable Period has not expired prior to the date of termination, (C) the board of directors of MMI determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that such MMI Acquisition Proposal constitutes a MMI Superior Acquisition Proposal (after taking into account any changes in the terms and conditions of this Agreement proposed by Sims in accordance with Section 6.7(d)) and (D) the board of directors of MMI determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the board of directors under Delaware law.

(d) MMI will provide Sims with not less than 168 hours prior written notice of its determination to take any action referred to in Section 6.7(c). With respect to the action referred to in Section 6.7(c)(i), MMI’s notice will set forth the reasons for such action. With respect to the actions referred to in Section 6.7(c)(ii), MMI’s notice will include the identity of the acquiring party, a copy of the most recent version of any written agreement relating to the MMI Superior Acquisition Proposal resulting in the such proposed termination of this Agreement, and copies of all related resolutions of the board of directors of MMI. If requested by Sims after the delivery of such notice, MMI, together with its legal and financial advisors, will engage in reasonable, good faith negotiations with Sims regarding any modifications to the terms and conditions of this Agreement proposed by Sims. If Sims proposes any such modifications to the terms and conditions of this Agreement prior to the expiration of the 168 hour period following delivery of MMI’s notice, MMI may not take any action referred to in Section 6.7(c) unless and until the board of directors of MMI determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that the MMI Acquisition Proposal resulting in the proposed Changed in MMI Recommendation or termination pursuant to Section 6.7(c) continues to constitute a MMI Superior Acquisition Proposal, after taking into account any changes in the terms and conditions of this Agreement proposed by Sims in accordance with this Section 6.7(d). If any material modifications are made to the terms and conditions of any MMI Acquisition Proposal after the date notice thereof is provided by MMI to Sims pursuant to this Section 6.7(d), then MMI will again be required to comply with the provisions of this Section 6.7(d) with respect to such modified MMI Acquisition Proposal; provided that notice periods with respect to any such modified MMI Acquisition Proposals will be 96 hours in lieu of 168 hours.

(e) MMI will within 24 hours after its receipt of any MMI Acquisition Proposal provide Sims with a copy of such MMI Acquisition Proposal or, in connection with any non-written MMI Acquisition Proposal, a written statement setting forth in reasonable detail the terms and conditions of such MMI Acquisition Proposal,

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including the identity of the acquiring party. MMI will promptly inform Sims of the status and content of any discussions or negotiations involving any MMI Acquisition Proposal. In connection with any determination by the board of directors of MMI that a MMI Acquisition Proposal constitutes or would be reasonably likely to result in a MMI Superior Acquisition Proposal, MMI will within 24 hours after the making of such determination provide Sims with copies of all related resolutions of the board of directors of MMI. If MMI provides any non-public information to any party submitting a MMI Acquisition Proposal that has not previously been provided to Sims, MMI will use its reasonable best efforts to provide a copy of such information to Sims simultaneously, and in any event such information will be provided by MMI to Sims within 24 hours after the time it is first provided to such other party.

(f) Nothing in this Section 6.7 will prevent the board of directors of MMI from taking, and disclosing to MMI’s stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act with respect to any unsolicited tender offer publicly announced during the Applicable Period. Notwithstanding any other provision of this Agreement, no disclosure that the board of directors of MMI may determine, after consultation with and on advice to such effect from counsel, is required to make under applicable law will constitute a violation of this Agreement.

(g) The term “MMI Acquisition Proposal” as used in this Agreement means any bona fide proposal, whether or not in writing, made by a party to acquire beneficial ownership (as defined under Rule 13(d) promulgated under the Securities Exchange Act) of all or a material portion of the assets of, or any material equity interest in, MMI and its Subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender or exchange offer or similar transaction involving MMI or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit such party to acquire beneficial ownership of any material portion of the assets of, or any material equity interest in, MMI and its Subsidiaries. For purposes of the definition of MMI Acquisition Proposal, a material portion of the assets of, or material equity interest in, MMI and its Subsidiaries will mean greater than 20% of the assets of, or equity interest in, MMI and its Subsidiaries, taken as a whole.

(h) The term “MMI Superior Acquisition Proposal” as used in this Agreement means an unsolicited written MMI Acquisition Proposal that the board of directors of MMI determines in good faith after consultation with outside legal and financial advisors of nationally recognized reputation and taking into account such matters deemed relevant in good faith by the board of directors, including among other matters all of the terms and conditions of the MMI Acquisition Proposal, including any break-up fees, expense reimbursement provisions, conditions to consummation and long-term strategic considerations (i) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal, (ii) if providing for the payment of cash to MMI or its stockholders, is supported by fully-committed financing subject to customary conditions and (iii) is more favorable to MMI and its stockholders, taken as a whole after consideration of financial and other terms, than the Merger. For purposes of the definition of MMI Acquisition Proposal as used in the definition of “MMI Superior Acquisition Proposal,” a material portion of the assets of, or material equity interest in, MMI and its Subsidiaries will mean greater than 50% of the assets of, or equity interest in, MMI and its Subsidiaries, taken as a whole.

SECTION 6.8 Acquisition Proposals Relating to Sims .

(a) Sims and each of its Subsidiaries, and each of their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives, will immediately cease any discussions or negotiations presently being conducted with respect to any Sims Acquisition Proposal. Sims and its Subsidiaries will not and will use their reasonable best efforts to cause their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives not to, directly or indirectly (i) initiate, solicit or take any action to facilitate or encourage any inquiries with respect to, or the making of, any Sims Acquisition Proposal, (ii) engage in any negotiations or discussions with, furnish any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party relating to any Sims Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to acquisitions of Sims Ordinary Shares by any party or (iv) propose publicly or agree to do any of the foregoing related to any Sims

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Acquisition Proposal. Sims will be responsible for any breach of the provisions of this Section 6.8 by any director, officer, employee, financial advisor, attorney, accountants, consultant or other agent, advisor or representative of Sims or any of its Subsidiaries.

(b) Notwithstanding anything to the contrary in this Section 6.8, subject to providing MMI with not less than 48 hours prior written notice of any such action, Sims may engage in discussions or negotiations with, and furnish information and data to, any party that submits an unsolicited written Sims Acquisition Proposal during the Applicable Period if (i) the board of directors of Sims determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that such Sims Acquisition Proposal constitutes or would be reasonably likely to result in a Sims Superior Acquisition Proposal, (ii) the board of directors of Sims determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the board of directors under Australian law and (iii) prior to providing any material, non-public information regarding Sims, Sims receives from the party submitting such Sims Acquisition Proposal an executed confidentiality agreement containing provisions that are no less favorable to Sims than the provisions contained in the Confidentiality Agreement and which permits Sims to perform and comply with its obligations under this Agreement.

(c) Notwithstanding anything to the contrary in this Section 6.8, the Sims Board may terminate this Agreement in accordance with Section 8.1(e)(iv) if (i) Sims has received an unsolicited written Sims Acquisition Proposal during the Applicable Period, (ii) the Sims Board determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that such Sims Acquisition Proposal constitutes a Sims Superior Acquisition Proposal (after taking into account any changes in the terms and conditions of this Agreement proposed by Sims in accordance with Section 6.8(d)) and (iii) the Sims Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the board of directors under Australian law.

(d) Sims will provide MMI with not less than 168 hours prior written notice of its determination to terminate this Agreement in accordance with Section 6.8(c). Sims’s notice will include the identity of the acquiring party, a copy of the most recent version of any written agreement relating to the Sims Superior Acquisition Proposal and copies of all related resolutions of the Sims Board. If requested by MMI after the delivery of such notice, Sims, together with its legal and financial advisors, will engage in reasonable, good faith negotiations with MMI regarding any modifications to the terms and conditions of this Agreement proposed by MMI. If MMI proposes any such modifications to the terms and conditions of this Agreement prior to the expiration of the 168 hour period following delivery of MMI’s notice, MMI may not terminate this Agreement pursuant to Section 6.8(c) unless and until the board of directors of Sims determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that the Sims Acquisition Proposal resulting in the proposed termination pursuant to Section 6.8(c) continues to constitute a Sims Superior Acquisition Proposal, after taking into account any changes in the terms and conditions of this Agreement proposed by MMI in accordance with this Section 6.8(d). If any material modifications are made to the terms and conditions of any Sims Acquisition Proposal after the date notice thereof is provided by MMI to Sims pursuant to this Section 6.8(d), then Sims will again be required to comply with the provisions of this Section 6.8(d) with respect to such modified Sims Acquisition Proposal; provided that notice periods with respect to any such modified Sims Acquisition Proposals will be 96 hours in lieu of 168 hours.

(e) Sims will within 24 hours after its receipt of any Sims Acquisition Proposal provide MMI with a copy of such Sims Acquisition Proposal or, in connection with any non-written Sims Acquisition Proposal, a written statement setting forth in reasonable detail the terms and conditions of such Sims Acquisition Proposal, including the identity of the acquiring party. Sims will promptly inform MMI of the status and content of any discussions or negotiations involving any Sims Acquisition Proposal. In connection with any determination by the board of directors of Sims that a Sims Acquisition Proposal constitutes or would be reasonably likely to result in a Sims Superior Acquisition Proposal, Sims will within 24 hours after the making of such determination provide MMI with copies of all related resolutions of the board of directors of Sims. If Sims

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provides any non-public information to any party submitting a Sims Acquisition Proposal that has not previously been provided to MMI, Sims will provide a copy of such information to MMI within 24 hours after the time it is first provided to such other party.

(f) The term “Sims Acquisition Proposal” as used in this Agreement means any bona fide proposal, whether or not in writing, made by a party to acquire beneficial ownership (as defined under Rule 13(d) promulgated under the Securities Exchange Act) of all or a material portion of the assets of, or any material equity interest in, Sims and its Subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender or exchange offer or similar transaction involving Sims, including any single or multi-step transaction or series of related transactions that is structured to permit such party to acquire beneficial ownership of any material portion of the assets of, or any material equity interest in, Sims and its Subsidiaries. For purposes of the definition of Sims Acquisition Proposal, a material portion of the assets of, or material equity interest in, Sims and its Subsidiaries will mean greater than 20% of the assets of, or equity interest in, Sims and its Subsidiaries, taken as a whole.

(g) The term “Sims Superior Acquisition Proposal” as used in this Agreement means an unsolicited written Sims Acquisition Proposal that the board of directors of Sims determines in good faith after consultation with outside legal and financial advisors of nationally recognized reputation and taking into account such matters deemed relevant in good faith by the board of directors, including among other matters all of the terms and conditions of the Sims Acquisition Proposal, including any break-up fees, expense reimbursement provisions, conditions to consummation and long-term strategic considerations (i) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal, (ii) if providing for the payment of cash to Sims or its shareholders, is supported by fully-committed financing subject to customary conditions and (iii) is more favorable to Sims and its stockholders, taken as a whole after consideration of financial and other terms, than the Merger. For purposes of the definition of Sims Acquisition Proposal as used in the definition of “Sims Superior Acquisition Proposal,” a material portion of the assets of, or material equity interest in, Sims and its Subsidiaries will mean greater than 50% of the assets of, or equity interest in, Sims and its Subsidiaries, taken as a whole.

SECTION 6.9 Indemnification .

(a) From and after the Closing Date, Sims, subject to the limits imposed by the Corporations Act, will cause the Surviving Corporation to indemnify, defend and hold harmless the present and former directors and executive officers of MMI and its Subsidiaries (collectively, the “Indemnified Parties”) from and against all losses, claims, damages and expenses (including reasonable attorney’s fees and expenses) arising out of or relating to actions or omissions, or alleged actions or omissions, occurring at or prior to the Closing Date to the same extent and subject to the same terms and conditions (including with respect to the advancement of expenses) provided in MMI’s certificate of incorporation and bylaws as in effect as of the date of this Agreement.

(b) Any determination required to be made with respect to whether any Indemnified Party may be entitled to indemnification will, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation and reasonably satisfactory to the Indemnified Party.

(c) For a period of six years after the Closing Date, Sims will use its reasonable best efforts to cause to be maintained in effect the policies of directors and officers liability insurance currently maintained by MMI with respect to claims arising from or relating to actions or omissions, or alleged actions or omissions, occurring on or prior to the Closing Date. Sims may at its discretion substitute for such policies currently maintained by MMI directors and officers liability insurance policies with reputable and financially sound carriers providing for substantially similar coverage. Notwithstanding the provisions of this Section 6.9(c), Sims will not be obligated to make annual premium payments with respect to such policies of insurance to the extent such premiums exceed 200% of the annual premiums paid by MMI as of the date of this Agreement. If the annual premium costs necessary to maintain such insurance coverage exceed the foregoing amount, Sims will maintain the most advantageous policies of directors and officers liability insurance obtainable for an annual premium equal to the foregoing amount.

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(d) The provisions of this Section 6.9 are intended for the benefit of and will be enforceable by each Indemnified Party and his or her heirs, executors and legal representatives.

SECTION 6.10 Public Announcements. Sims and MMI will consult with one another before issuing any press releases or otherwise making any public announcements with respect to the transactions contemplated by this Agreement and, except as may be required by applicable law or by the rules and regulations of the New York Stock Exchange or the ASX, will not issue any such press release or make any such announcement prior to such consultation.

SECTION 6.11 Actions Regarding Antitakeover Statutes. If any fair price, moratorium, control share acquisition or other form of antitakeover statute, rule or regulation is or becomes applicable to the transactions contemplated by this Agreement, the board of directors of MMI will grant such approvals and take such other actions as may be required so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms and conditions set forth in this Agreement.

SECTION 6.12 Standstill Provisions .

(a) The restrictions on Sims and the Acquisition Corporation contained in seventh paragraph of the Confidentiality Agreement (a) are hereby waived by MMI to the extent reasonably required to permit Sims and the Acquisition Corporation to comply with their obligations or enforce their rights under this Agreement and (b) if requested in writing by Sims, will be waived by MMI from and after the termination of this Agreement if as of the date of termination of this Agreement any party has outstanding a MMI Acquisition Proposal; provided that for purposes of the definition of MMI Acquisition Proposal in this Section 6.12(a), a material portion of the assets of, or material equity interest in, MMI and its Subsidiaries will mean greater than 50% of the assets of, or equity interests in, MMI and its Subsidiaries, taken as a whole.

(b) If requested in writing by MMI, the restrictions on MMI contained in seventh paragraph of the Confidentiality Agreement will be waived by Sims from and after the termination of this Agreement if as of the date of termination of this Agreement any party has outstanding a Sims Acquisition Proposal; provided that for purposes of the definition of Sims Acquisition Proposal in this Section 6.12(b), a material portion of the assets of, or material equity interest in, Sims and its Subsidiaries will mean greater than 50% of the assets of, or equity interests in, Sims and its Subsidiaries, taken as a whole.

(c) The Confidentiality Agreement will terminate as of the Effective Time.

SECTION 6.13 Affiliate Letters. Promptly following the date of this Agreement, MMI will deliver to Sims a list of the names and addresses of those persons who were, in MMI’s reasonable judgment, “affiliates” of MMI within the meaning of Rule 145(c) under the Securities Act as of the record date for MMI Stockholders Meeting. MMI will use its reasonable best efforts to deliver to Sims a letter, in form and substance reasonably satisfactory to Sims, from each person identified in the foregoing list containing an agreement by such person to comply with the provisions of Rule 145 with respect to all shares of Sims Common Stock acquired by such person pursuant to the Merger. Sims will be entitled to place appropriate legends on the certificates evidencing the Sims ADSs issued to persons delivering such letters and to issue stop transfer instructions to the transfer agent for the Sims ADSs consistent with the terms of such letters.

SECTION 6.14 Preservation of Tax Treatment. From and after the date of this Agreement through the Closing Date, neither Sims nor MMI, nor any of their respective Subsidiaries, will knowingly take or omit to take any action that would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.

SECTION 6.15 Post-Merger Corporate Governance .

(a) As of the Effective Time, the number of directors comprising the board of directors of Sims (the “Sims Board”) will be established at 12 and the following individuals, to be designated by Sims, MMI and Mitsui Materials Development Pty Limited, a corporation organized under the laws of New South Wales, Australia (“Mitsui”), prior to the Effective Time, will be elected or appointed to the Sims Board:

• (i) four non-executive directors to be designated by MMI;

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(ii) three non-executive directors to be designated by Sims;

(iii) two directors to be designated by Mitsui (one of whom will be independent of Mitsui for purposes of ASX Corporate Governance Guidelines); and

(iv) Jeremy L. Sutcliffe, Daniel W. Dienst and Ross B. Cunningham.

(b) The members of the Sims Board will serve three-year terms and will thereafter be eligible for reelection to three-year terms in accordance with the Listing Rules on a rotation basis as set forth on Exhibit B.

(c) Sims will procure that the members of the Sims Board will recommend the election of three of the four designees of MMI appointed under Section 6.15(a)(i) at the first annual general meeting of Sims after the Effective Time (unless Sims obtains a written opinion from Queen’s Counsel or Senior Counsel practicing in the field of corporate law in Australia to the effect that the directors of Sims recommending such nominee for re-election as a director of Sims would be in breach of their fiduciary or statutory duties). Further, if any of the designees of MMI appointed under Section 6.15(a)(i) to the Sims Board vacate their seat (whether due to removal, resignation or death) prior to the first annual general meeting of Sims after the Effective Time, the remaining designees of MMI appointed under Section 6.15(a)(i) will have the exclusive authority to nominate individuals to fill such vacant seats, subject only to such nominees being reasonably acceptable to the Nomination Committee of the Sims Board.

(d) Sims will be entitled to designate Paul Mazoudier, or upon his unavailability to serve for any reason, one of the other directors designated by Sims pursuant to Section 6.15(a)(ii), to serve as the non-executive chairman of the Sims Board as of the Effective Date. The initial term of the chairman so designated will expire as of the date of the first meeting of the board of directors of Sims following Sims’s annual general meeting of stockholders in or around November 2009.

(e) In the event that Ross B. Cunningham’s employment with Sims ceases, the director seat formerly occupied by Mr. Cunningham will be eliminated and the number of directors comprising the Sims Board will be reduced accordingly. No other changes in the size or composition of the Sims Board will be made in connection with Mr. Cunningham’s employment ceasing.

(f) If, in accordance with the arrangements between Sims and Mitsui, Mitsui ceases to be entitled to designate one or both of the Sims directors it is entitled to designate as of the date of this Agreement, the director seat or seats formerly occupied by the Mitsui representative or representatives designated pursuant to Section 6.15(a)(iii) will be eliminated and the number of directors comprising the Sims Board will be reduced accordingly. No other changes in the size or composition of the Sims Board will be made upon the occurrence of any such events.

(g) As of the Effective Time, the committees of the Sims Board will have the members set forth on Exhibit C.

(h) At the Effective Time, Daniel W. Dienst will hold the position of chief executive officer of Sims and Robert C. Larry will hold the position of chief financial officer of Sims. If Mr. Dienst is unable or unwilling to hold the office set forth above, his successor will be selected by the Sims Board in accordance with Article 24 of the constitution of Sims. If Mr. Larry is unable or unwilling to hold the office set forth above, his successor will be selected by the Sims Board in accordance with the Board Charter of Sims.

(i) No person named in this Section 6.15 will be deemed to be a third party beneficiary of this Agreement or have any rights or obligations hereunder.

(j) Each of Sims and MMI will take such actions as may reasonably be deemed by either of them to be necessary or advisable to give effect to the provisions set forth in this Section 6.15, including the change of Sims Board policies prior to the Effective Time.

SECTION 6.16 Corporate Headquarters. From and after the Closing Date, the corporate headquarters of Sims and its Subsidiaries will be located in New York, New York and the operational headquarters of Sims and its Subsidiaries will be located in Chicago, Illinois. The Sims Board may change the corporate headquarters or operational headquarters of Sims and its Subsidiaries from time to time after the Closing Date.

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SECTION 6.17 Change in Corporate Name. Sims will seek shareholder approval at its next annual general meeting of shareholders after the Closing Date to amend its constitution to change its corporate name to “Sims Metal Management Limited” Until such approval is obtained, or if such approval is not obtained, Sims will operate under the “Sims Metal Management Limited” trade name.

SECTION 6.18 MMI Employee Matters .

(a) For the period which starts at the Effective Time and ends on June 30, 2008, except as may be determined by the chief executive officer of Sims in his reasonable discretion, Sims will, or Sims will cause MMI to, preserve the bonus opportunities for those MMI employees who had such opportunities immediately before the Effective Time at levels which are no less than the level of their opportunities immediately before the Effective Time.

(b) For the period which starts at the Effective Time and ends on June 30, 2009, except as may be determined by the chief executive officer of Sims in his reasonable discretion, Sims will, or Sims will cause MMI to, (i) continue to provide benefits pursuant to the terms of each MMI Plan which is an Employee Welfare Benefit Plan and each MMI Plan which is an Employee Pension Benefit Plan as in effect at the Effective Time except to the extent, and then only to the extent, that an amendment is required to satisfy the requirements of applicable law or (ii) provide on a plan-by-plan basis benefits which are at least as favorable to MMI employees who continue to work for Sims or MMI after the Effective Time as the benefits provided immediately before the Effective Time under each MMI Plan which is an Employee Welfare Benefit Plan and each MMI Plan which is an Employee Pension Benefit Plan.

(c) Sims will, or Sims will cause MMI to, grant credit for their time of employment by MMI to those MMI employees who continue after the Effective Time to work for Sims or MMI under all employee benefit plans, programs and policies, including vacation and severance pay plans, programs and policies, in which such employees after the Effective Time are eligible to participate for all purposes so that there is no loss of credit for their time of employment by MMI; provided that neither Sims nor MMI will be required under this Section 6.18(c) to grant such credit for the accrual of benefits under a defined benefit plan (as defined in Section 3(35) of ERISA) unless otherwise required by applicable law.

(d) Sims will, or Sims will cause MMI to, continue to honor MMI’s obligations under the arrangements shown on Section 6.18(d) of the MMI Disclosure Letter.

(e) As of the Effective Time, all vesting conditions with respect to all outstanding MMI Stock Options and all outstanding grants of restricted shares of MMI Common Stock pursuant to the MMI Stock Plans will be deemed to have been fully satisfied and all such MMI Stock Options and grants of restricted shares will be deemed to be fully vested.

(f) This Section 6.18 will not confer any rights or remedies upon any person or entity other than Sims, the Acquisition Corporation and MMI and their respective successors and permitted assigns.

ARTICLE 7

CONDITIONS TO THE CONSUMMATION OF THE MERGER

SECTION 7.1 Conditions to the Obligations of Each Party. The respective obligation of each party to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

(a) MMI will have obtained the MMI Stockholder Approval;

(b) the Registration Statement will have been declared effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness will have been issued and remain in effect, and Sims will have received all state securities law authorizations necessary to issue the Sims ADSs pursuant to the Merger;

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(c) the Sims ADSs to be issued to the stockholders of MMI pursuant to the Merger will have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance;

(d) all applicable waiting periods under the HSR Act and the Non-US Competition Laws set forth in the MMI Disclosure Letter and Sims Disclosure Letter will have terminated or expired and, if a filing with CFIUS is made in accordance with Section 6.2(b), the period of time for any applicable review process under the Exon-Florio Provisions will have expired, without any action being taken to prevent the consummation of the Merger;

(e) all other consents, authorizations, orders and approvals of or filings with any governmental commission, board or other regulatory authority required in connection with the consummation of the transactions contemplated by this Agreement will have been obtained or made, except where the failure to obtain or make such consent, authorization, order, approval or filing would not, from and after the Closing Date, have a MMI Material Adverse Effect or a Sims Material Adverse Effect; and

(f) none of the parties will be subject to any judgment, decree, order or injunction of a court of competent jurisdiction which prohibits or makes illegal the consummation of the transactions contemplated by this Agreement.

SECTION 7.2 Conditions to the Obligation of MMI. The obligation of MMI to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

(a) the representations and warranties of Sims set forth in Section 5.4 will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date prior to the date of this Agreement, which representations and warranties will have been true and correct in all material respects as of such date);

(b) each of the other representations and warranties of Sims set forth in Section 5 (read without any materiality or material adverse effect qualifications, other than the representation and warranty set forth in Section 5.8, which will be read with a material adverse effect qualification) will be true and correct of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date prior to the date of this Agreement, which representations and warranties will have been true and correct as of such date), except for failures of such representations and warranties to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Sims Material Adverse Effect;

(c) each of Sims and the Acquisition Corporation will have in all material respects performed and complied with all of its obligations under this Agreement required to be performed by it at or prior to the Closing Date (or will have cured in all material respects any failure to so perform and comply at or prior to the Closing Date);

(d) MMI will have received a certificate, dated as of the Closing Date, executed by the chief executive officer and chief financial officer of Sims confirming that the conditions set forth in Sections 7.2(a), (b) and (c) have been satisfied as of the Closing Date; and

(e) MMI will have received the opinion of King & Spalding LLP, counsel to MMI, dated as of the Closing Date, to the effect that the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that Sims, the Acquisition Corporation and MMI will qualify as parties to a reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel may rely upon certificates of officers of Sims, the Acquisition Corporation, MMI or others.

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SECTION 7.3 Conditions to the Obligation of Sims and the Acquisition Corporation. The obligation of Sims and the Acquisition Corporation to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

(a) the representations and warranties of MMI set forth in Section 4.4 will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date prior to the date of this Agreement, which representations and warranties will have been true and correct in all material respects as of such date);

(b) each of the other representations and warranties of MMI set forth in Section 4 (read without any materiality or material adverse effect qualifications, other than the representation and warranty set forth in Section 4.8, which will be read with a material adverse effect qualification) will be true and correct of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date prior to the date of this Agreement, which representations and warranties will have been true and correct as of such date), except for failures of such representations and warranties to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a MMI Material Adverse Effect;

(c) MMI will have in all material respects performed and complied with all of its obligations under this Agreement required to be performed by it at or prior to the Closing Date (or will have cured in all material respects any failure to so perform and comply at or prior to the Closing Date); and

(d) Sims will have received a certificate, dated as of the Closing Date, executed by the chief executive officer and chief financial officer of MMI confirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been satisfied as of the Closing Date.

ARTICLE 8

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding the receipt of MMI Stockholder Approval):

• (a) with the written consent of Sims and MMI;

(b) by either Sims or MMI, upon delivery of written notice to the other party, if any court of competent jurisdiction or other governmental agency has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Merger, and such order, decree, ruling or other action is or has become nonappealable;

(c) by either Sims or MMI, upon delivery of written notice to the other party, if the Merger has not been consummated on or before March 31, 2008 (the “End Date”), unless the failure of the Merger to have been consummated on or prior to the End Date results primarily from the failure of the party seeking to terminate this Agreement to perform its obligations hereunder;

(d) by either Sims or MMI, upon delivery of written notice to the other party, if (i) at the MMI Stockholder Meeting (or any adjournment or postponement thereof) the MMI Stockholder Approval has not been obtained or (ii) at the Sims AGM (or any adjournment or postponement thereof) the Sims AGM Approval has not been obtained;

• (e) by Sims, upon delivery of written notice to MMI:

• (i) if MMI’s board of directors has effected a MMI Change in Recommendation;

(ii) if MMI (directly or through any director, officer, employee, financial advisor, attorney, accountant, consultant or other agent, advisor or representative of MMI or any of its Subsidiaries) materially breaches any of the provisions of Section 2.1(a), (b) or (e) or Section 6.7;

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(iii) if a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement (other than Section 2.1(a), (b) or (e) or Section 6.7) on the part of MMI has occurred that (A) would cause the conditions set forth in Sections 7.3(a), (b) or (c) not to be satisfied and (B) is not capable of being cured prior to the End Date or, if capable of being so cured, has not been cured by MMI within 30 days following receipt by MMI of written notice of such breach or failure from Sims;

(iv) immediately prior to it entering into a definitive agreement with respect to a Sims Superior Acquisition Proposal; provided that (A) Sims has not materially violated the provisions of Section 6.8 with respect to such Sims Superior Acquisition Proposal, (B) the board of directors of Sims has determined to terminate this Agreement in accordance with Section 6.8(c) and has authorized Sims to enter into a definitive agreement with respect to such Sims Superior Acquisition Proposal (subject to the termination of this Agreement), (C) immediately prior to the termination of this Agreement Sims pays to MMI the Sims Termination Fee in accordance with Section 8.3(b) and (D) immediately after the termination of this Agreement, Sims enters into the definitive agreement with respect to such Sims Superior Acquisition Proposal; or

(v) if Daniel W. Dienst ceases for any reason to continue to serve as the chief executive officer of MMI; or

(f) by MMI, upon delivery of written notice to Sims:

(i) if Sims (directly or through any director, officer, employee, financial advisor, attorney, accountant, consultant or other agent, advisor or representative of Sims or any of its Subsidiaries) materially breaches any of the provisions of Section 2.2 or Section 6.8;

(ii) if a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement (other than Section 2.2 or Section 6.8) on the part of Sims has occurred that (A) would cause the conditions set forth in Sections 7.2(a), (b) or (c) not to be satisfied and (B) is not capable of being cured prior to the End Date or, if capable of being so cured, has not been cured by Sims within 30 days following receipt by Sims of written notice of such breach or failure from MMI; or

(iii) immediately prior to it entering into a definitive agreement with respect to a MMI Superior Acquisition Proposal; provided that (A) MMI has not materially violated the provisions of Section 6.7 with respect to such MMI Superior Acquisition Proposal, (B) the board of directors of MMI has determined to terminate this Agreement in accordance with Sections 6.7(c) and (d) and has authorized MMI to enter into a definitive agreement with respect to such MMI Superior Acquisition Proposal (subject to the termination of this Agreement), (C) immediately prior to the termination of this Agreement MMI pays to Sims the MMI Termination Fee in accordance with Section 8.3(a) and (D) immediately after the termination of this Agreement, MMI enters into the definitive agreement with respect to such MMI Superior Acquisition Proposal.

SECTION 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement will forthwith become void and will be deemed to have terminated without liability to any party (or any stockholder, director, officer, employee, agent or representative of any party); provided that (a) the provisions of the Confidentiality Agreement, this Section 8.2 and Sections 8.3, 9.11, 9.12 and 9.13 of this Agreement will continue in full force and effect notwithstanding such termination and (b) if such termination results from the willful and material failure by any party to perform any covenant or agreement in this Agreement, including in the case of MMI any MMI Change in Recommendation effected by the board of directors of MMI other than in accordance with Section 6.7, such party will be fully liable for any and all damages suffered or incurred by the other party as a result of such failure.

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SECTION 8.3 Fees and Expenses .

(a) MMI will pay Sims, by wire transfer of immediately available funds, the sum of US$25 million (the “MMI Termination Fee”) if this Agreement is terminated under the following circumstances:

(i) if Sims terminates this Agreement pursuant to Section 8.1(e)(i) as a result of a MMI Change in Recommendation effected in accordance with Section 6.7, MMI will pay the MMI Termination Fee to Sims on the second Business Day after the date of such termination;

(ii) if (A) Sims terminates this Agreement pursuant to Section 8.1(e)(iii) as a result of the failure of any of the representations and warranties of MMI set forth in this Agreement to be true and correct on and as of the date of this Agreement (or, in the case of representations and warranties that are made as of a specific date prior to the date of this Agreement, on and as of such date) and (B) any director or executive officer of MMI had actual knowledge of such failure as of the date of this Agreement, MMI will pay the MMI Termination Fee to Sims on the second Business Day after the date of such termination;

(iii) if MMI terminates this Agreement pursuant to Section 8.1(f)(iii), MMI will pay the MMI Termination Fee to Sims immediately prior to the termination of this Agreement; or

(iv) if (A) either Sims or MMI terminates this Agreement pursuant to Section 8.1(d)(i), (B) at any time after the date of this Agreement and prior to the MMI Stockholders Meeting, a MMI Acquisition Proposal has been publicly announced or communicated to the board of directors of MMI, or any person or entity has publicly announced a bona fide intention, whether or not conditional, to make a MMI Acquisition Proposal and (C) within 12 months after the date of such termination, MMI enters into a definitive agreement with respect to a MMI Acquisition Proposal or a MMI Acquisition Proposal is consummated, MMI will pay the MMI Termination Fee to Sims on the second Business Day after the date such definitive agreement is executed or the date such MMI Acquisition Proposal is consummated, whichever is earlier.

For purposes of the definition of MMI Acquisition Proposal in Section 8.3(a)(iv), a material portion of the assets of, or material equity interest in, MMI and its Subsidiaries will mean greater than 50% of the assets of, or equity interests in, MMI and its Subsidiaries, taken as a whole.

(b) Sims will pay MMI, by wire transfer of immediately available funds, the sum of US$25 million (the “Sims Termination Fee”) if this Agreement is terminated under the following circumstances:

(i) if (A) MMI terminates this Agreement pursuant to Section 8.1(f)(ii) as a result of the failure of any of the representations and warranties of Sims set forth in this Agreement to be true and correct on and as of the date of this Agreement (or, in the case of representations and warranties that are made as of a specific date prior to the date of this Agreement, on and as of such date) and (B) any director or executive officer of Sims had actual knowledge of such failure as of the date of this Agreement, Sims will pay the Sims Termination Fee to MMI on the second Business Day after the date of such termination; or

(ii) if Sims terminates this Agreement pursuant to Section 8.1(e)(iv), Sims will pay the Sims Termination Fee to MMI immediately prior to the termination of this Agreement.

(c) If Sims terminates this Agreement pursuant to Section 8.1(e)(iii) and Sims is not entitled to received the MMI Termination Fee, MMI will reimburse Sims, not later than two Business Days after submission of statements therefor, for up to an aggregate of US$10 million of the out-of-pocket costs and expenses (including attorneys,’ accountants’ and investment bankers’ fees and expenses, printing and mailing expenses, advertising expenses, and HSR and other filing fees) incurred by Sims and its Subsidiaries in connection with the transactions contemplated by this Agreement.

(d) If MMI terminates this Agreement pursuant to Section 8.1(f)(ii) and MMI is not entitled to received the Sims Termination Fee, Sims will reimburse MMI, not later than two Business Days after submission of statements therefor, for up to an aggregate of US$10 million of the out-of-pocket costs and expenses

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(including attorneys,’ accountants’ and investment bankers’ fees and expenses, printing and mailing expenses, advertising expenses, and HSR and other filing fees) incurred by MMI and its Subsidiaries in connection with the transactions contemplated by this Agreement.

(e) Each of Sims and MMI will bear 50% of the HSR Act filing fee and other antitrust filing fees arising in connection with the transactions contemplated by this Agreement and 50% of all printing and mailing costs relating to the preparation and distribution of the Registration Statement and Proxy Statement.

(f) Except as specifically provided in this Section 8.3, each party will bear its own expenses incurred in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated.

(g) Each party acknowledges that the agreements regarding the payment of fees and expenses contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and that, in the absence of such agreements, the other party would not have entered into this Agreement. Each party accordingly agrees that in the event the other party fails to pay promptly any amount due pursuant to this Section 8.3, such party will in addition to the payment of such amount also pay to the other party all of the costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such party in the enforcement of its rights under this Section 8.3, together with interest on such amount at a rate per annum equal to the prime lending rate prevailing as such time, as published by the Wall Street Journal, from the date upon which such payment was due to and including the date of payment.

ARTICLE 9

MISCELLANEOUS

SECTION 9.1 Nonsurvival of Representations. The representations and warranties contained in this Agreement will not survive the Merger or the termination of this Agreement.

SECTION 9.2 Remedies. Any party having any rights under any provision of this Agreement will have all rights and remedies set forth in this Agreement and all rights and remedies that such party may have been granted at any time under any other agreement or contract and all of the rights that such party may have under any law. Any such party will be entitled to enforce such rights specifically, without posting a bond or other security, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

SECTION 9.3 Successors and Assigns. No party hereto may assign or delegate any of such party’s rights or obligations under or in connection with this Agreement without the written consent of the other party hereto. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto or thereto will be binding upon and enforceable against the respective successors and assigns of such party and will be enforceable by and will inure to the benefit of the respective successors and permitted assigns of such party.

SECTION 9.4 Amendment. This Agreement may be amended by the execution and delivery of an written instrument by or on behalf of Sims, the Acquisition Corporation and MMI at any time before or after the adoption of the Merger by the stockholders of MMI or the Acquisition Corporation; provided that after the date of the adoption of the Merger by the stockholders of MMI, no amendment to this Agreement will be made without the approval of stockholders of MMI to the extent such approval is required under the Delaware Act.

SECTION 9.5 Extension and Waiver. At any time prior to the Effective Time, the parties may extend the time for performance of or waive compliance with any of the covenants or agreements of the other parties to this Agreement and may waive any breach of the representations or warranties of such other parties. No agreement extending or waiving any provision of this Agreement will be valid or binding unless it is in writing and is executed and delivered by or on behalf of the party against which it is sought to be enforced.

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SECTION 9.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

SECTION 9.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.

SECTION 9.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

SECTION 9.9 Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally to the recipient or when sent to the recipient by telecopy (receipt confirmed) during normal business hours at the recipient’s location or one Business Day after the date when sent by telecopy (receipt confirmed) not during normal business hours at the recipient’s location, when sent to the recipient by email pursuant to Section 6.7 or 6.8 or otherwise during normal business hours at the recipient’s location or one Business Day after the date when sent by email not pursuant to Section 6.7 or 6.8 and not during normal business hours at the recipient’s location or three Business Days after the date when sent to the recipient by reputable express courier service (charges prepaid). Such notices, demands and other communications will be sent to Sims and MMI at the addresses indicated below:

If to Sims: Sims Group Limited Sims Group House Level 6, 41 McLaren Street North Sydney, NSW 2060 Australia Attention: Frank M. Moratti Company Secretary and General Counsel Facsimile: (612) 9954-9680 Email: fmoratti@au.sims-group.com

With a copy (which will not constitute notice) to:

Baker & McKenzie LLP One Prudential Plaza 130 East Randolph Drive Chicago, Illinois 60601 Attention: Craig A. Roeder Christopher M. Bartoli Facsimile: (312) 698-2365 Email: craig.a.roeder@bakernet.com

If to MMI: Metal Management, Inc. 325 North LaSalle Street Suite 550 Chicago, Illinois 60610 Attention: Robert C. Larry Chief Financial Officer Facsimile: (312) 645-0932 Email: rlarry@mtlm.com

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With a copy (which will not constitute notice) to:

King & Spalding LLP 1185 Avenue of the Americas New York, New York 10036 Attention: E. William Bates, II Facsimile: (212) 556-2222 Email: wbates@kslaw.com

or to such other address or to the attention of such other party as the recipient party has specified by prior written notice to the sending party.

SECTION 9.10 No Third Party Beneficiaries. Except as expressly provided in Section 6.9(d), this Agreement will not confer any rights or remedies upon any person (including any person named in Section 6.15) or entity other than Sims, the Acquisition Corporation and MMI and their respective successors and permitted assigns.

SECTION 9.11 Entire Agreement. This Agreement (including the Confidentiality Agreement and the other documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof.

SECTION 9.12 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction will be applied against any party. The use of the word “including” in this Agreement means “including without limitation” and is intended by the parties to be by way of example rather than limitation.

SECTION 9.13 Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES HERETO WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE.

SECTION 9.14 Jurisdiction. Any action, suit or proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced only in any state or federal court located in the State of Delaware. Each party to this Agreement (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, (b) agrees that each state and federal court located in the State of Delaware will be deemed to be a convenient forum and (c) agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or proceeding commenced in any state or federal court located in the State of Delaware, any claim that such party is not subject personally to the jurisdiction of such court, that such action, suit or proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

Section 9.15 Waiver of Jury Trial . EACH OF THE PARTIES HERETO HERBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

---

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IN WITNESS WHEREOF, the parties hereto have executed and deliver this Agreement on the date first written above.

SIMS GROUP LIMITED

By /s/ Jeremy Sutcliffe Its Chief Executive Officer

MMI ACQUISITION CORPORATION

By /s/ Jeremy Sutcliffe Its President

METAL MANAGEMENT, INC.

By /s/ Daniel W. Dienst Its Chairman

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APPENDIX B

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September 24, 2007

The Board of Directors Metal Management, Inc. 325 North LaSalle Street, Suite 550 Chicago, Illinois 60610

Members of the Board:

You have asked CIBC World Markets Corp. (“CIBC World Markets”) to render a written opinion (“Opinion”) to the Board of Directors of Metal Management, Inc. (“Metal Management”) as to the fairness, from a financial point of view, to the holders of the common stock of Metal Management of the Exchange Ratio (as defined below) provided for in the Agreement and Plan of Merger, dated as of September 24, 2007 (the “Merger Agreement”), among Metal Management, Sims Group Limited (“Sims”) and MMI Acquisition Corporation, a wholly owned subsidiary of Sims (“Merger Sub”). The Merger Agreement provides, among other things, for the merger of Merger Sub with and into Metal Management (the “Merger”) pursuant to which each outstanding share of the common stock, par value U.S.$0.01 per share, of Metal Management (“Metal Management Common Stock”) will be converted into the right to receive 2.05 (the “Exchange Ratio”) American Depositary Shares of Sims (“Sims ADSs”), each representing one ordinary share of the capital stock of Sims (each, a “Sims Ordinary Share”).

In arriving at our Opinion, we:

(a) reviewed the Merger Agreement;

(b) reviewed publicly available audited financial statements of Metal Management for fiscal years ended March 31, 2005, March 31, 2006 and March 31, 2007 and unaudited financial statements of Metal Management prepared by the management of Metal Management for the three months ended June 30, 2007, and also reviewed publicly available audited financial statements of Sims for fiscal years ended June 30, 2005, June 30, 2006 and June 30, 2007;

(c) reviewed other historical financial data (as adjusted to reflect certain acquisitions and other items) of Metal Management and Sims provided to us by the managements of Metal Management and Sims;

(d) reviewed financial forecasts and estimates relating to Metal Management for the fiscal year ending March 31, 2008 prepared by the management of Metal Management as well as estimates as to the potential cost savings anticipated by the managements of Metal Management and Sims to result from the Merger;

(e) held discussions with the senior managements of Metal Management and Sims with respect to the businesses and prospects of Metal Management and Sims;

(f) reviewed historical market prices and trading volumes for Metal Management Common Stock and Sims Ordinary Shares;

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The Board of Directors Metal Management, Inc. September 24, 2007 Page 2

CIBC World Markets Corp.

(g) reviewed and analyzed certain publicly available financial data for companies that we deemed relevant in evaluating Metal Management and Sims;

(h) reviewed and analyzed certain publicly available information for transactions that we deemed relevant in evaluating the Merger;

(i) reviewed and analyzed the premiums paid, based on publicly available financial information, in merger and acquisition transactions we deemed relevant in evaluating the Merger;

(j) reviewed the relative contributions of Metal Management and Sims to selected operational metrics of the combined company based on historical financial data of Metal Management and Sims;

(k) reviewed the potential pro forma financial effect of the Merger on Sims’s earnings per share based on historical financial data of Metal Management and Sims and estimates as to the potential cost savings anticipated to result from the Merger prepared by the managements of Metal Management and Sims;

(l) reviewed other public information concerning Metal Management and Sims; and

(m) performed such other analyses, reviewed such other information and considered such other factors as we deemed appropriate.

In rendering our Opinion, we relied upon and assumed, without independent verification or investigation, the accuracy and completeness of all of the financial and other information provided to or discussed with us by Metal Management and Sims and their respective employees, representatives and affiliates or otherwise reviewed by us. As you are aware, we have not been provided with any financial forecasts and estimates relating to Sims prepared by the management of Sims and, accordingly, we have not undertaken an analysis of the financial performance of Sims beyond June 30, 2007. In addition, we have been advised that financial forecasts and estimates relating to Metal Management for periods beyond March 31, 2008 have not been prepared by the management of Metal Management and, accordingly, we have not undertaken an analysis of the financial performance of Metal Management beyond March 31, 2008. With respect to the financial forecasts and estimates provided to us relating to Metal Management, we have assumed, at the direction of the management of Metal Management and with the consent of Metal Management, without independent verification or investigation, that such forecasts and estimates were reasonably prepared on bases reflecting the best available information, estimates and judgments of the management of Metal Management as to the future financial condition and operating results of Metal Management. With respect to adjusted historical financial data relating to Metal Management and Sims provided to us by the managements of Metal Management and Sims and estimates as to the potential cost savings anticipated by the managements of Metal Management and Sims to result from the Merger, we have assumed, at the direction of the managements of Metal Management and Sims and with the consent of Metal Management, without independent verification or investigation, that such data and estimates were reasonably prepared on bases reflecting the best available information, estimates and judgments of the managements of Metal Management and Sims as to the matters covered thereby. We have assumed, with the consent of Metal Management, that the financial results reflected in such forecasts and estimates (including estimates as to the potential cost savings anticipated to result from the Merger) will be achieved at the times and in the amounts projected. We have relied, without independent verification, upon the assessments of the management of Metal Management as to market trends and prospects for the metals recycling industry and the potential impact of such trends and prospects on Metal Management and Sims. We also have relied, at the direction of Metal Management, without independent verification or investigation, on the assessments of the management of Metal Management as to the ability to integrate the businesses of Metal Management and Sims and to retain key customers of the Metal Management and Sims.

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The Board of Directors Metal Management, Inc. September 24, 2007 Page 3

CIBC World Markets Corp.

We have assumed, with the consent of Metal Management, that the Merger will qualify for federal income tax purposes as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. We also have assumed, with the consent of Metal Management, that the Merger will be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws and other requirements and that, in the course of obtaining the necessary regulatory or third party approvals and consents with respect to the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Metal Management, Sims or the Merger (including the contemplated benefits of the Merger). We have neither made nor obtained any independent evaluations or appraisals of the assets or liabilities, contingent or otherwise, of Metal Management or Sims. Our Opinion relates to the relative values of Metal Management and Sims. We are not expressing any opinion as to the underlying valuation, future performance or long-term viability of Metal Management or Sims, or the prices at which Metal Management Common Stock, Sims Ordinary Shares or Sims ADSs will trade at any time. We express no view as to, and our Opinion does not address, any terms or other aspects of the Merger (other than the Exchange Ratio to the extent expressly specified herein) or any aspect or implication of any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise. In addition, we express no view as to, and our Opinion does not address, the underlying business decision of Metal Management to proceed with or effect the Merger nor does our Opinion address the relative merits of the Merger as compared to any alternative business strategies that might exist for Metal Management or the effect of any other transaction in which Metal Management might engage. In connection with our engagement, we were not requested to, and we did not, solicit third party indications of interest in the possible acquisition of all or a part of Metal Management. Our Opinion is necessarily based on the information available to us and general economic, financial and stock market conditions and circumstances as they exist and can be evaluated by us on the date hereof. It should be understood that, although subsequent developments may affect this Opinion, we do not have any obligation to update, revise or reaffirm the Opinion.

As part of our investment banking business, we are regularly engaged in valuations of businesses and securities in connection with acquisitions and mergers, underwritings, secondary distributions of securities, private placements and valuations for other purposes.

We have acted as financial advisor to Metal Management in connection with the Merger and will receive a fee for our services, a portion of which was payable in connection with our engagement, a portion of which will be payable upon delivery of this Opinion and a significant portion of which is contingent upon consummation of the Merger. In the ordinary course of business, CIBC World Markets and its affiliates may actively trade the securities of Metal Management and Sims for its and their own accounts and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

Based upon and subject to the foregoing, and such other factors as we deemed relevant, it is our opinion that, as of the date hereof, the Exchange Ratio provided for in the Merger Agreement is fair, from a financial point of view, to the holders of Metal Management Common Stock. This Opinion is for the use of the Board of Directors of Metal Management in its evaluation of the Merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the Merger.

Very truly yours,

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CIBC WORLD MARKETS CORP.

B-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Corporations Act prohibits a company from indemnifying its directors for liabilities (i) owed to the company or a related body corporate, (ii) for a pecuniary penalty order or a compensation order or (iii) that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith. The Corporations Act prohibits a company from indemnifying its directors and officers for legal costs in specific circumstances, such as when a director or officer is found to have a liability for which they are not permitted to be indemnified, in defending or resisting criminal proceedings in which the director or secretary is found guilty, in defending or resisting proceedings brought by the Australian Securities and Investments Commission or by a liquidator for a court order if the grounds for making the order are found to be established by a court, except for costs incurred in responding to actions taken by the Australian Securities and Investments Commission or by a liquidator as part of an investigation before commencing proceedings for a court order or in connection with proceedings for relief to the director or secretary under the Corporations Act which is denied by the court. Payments by a company of insurance premiums that cover conduct involving a willful breach of duty or a breach of certain statutory director duties is also prohibited under the Corporations Act.

Sims’s constitution obliges Sims to:

• indemnify directors and the company secretary and former directors and company secretaries and permits Sims to indemnify other officers of Sims for any liability (other than legal costs) incurred in acting as a director or officer of Sims or a related body corporate;

• indemnify directors and the company secretary and former directors and company secretaries who are or were at the request of Sims acting as a director or secretary of another company against any liability (other than legal costs) incurred in acting as director or secretary of that other company;

• indemnify directors and the company secretary and former directors and company secretaries and permits Sims to indemnify other officers of Sims for costs and expenses incurred by that director or company secretary or, where applicable, other officer of Sims in defending any action for a liability incurred acting as director or company secretary of Sims or, where applicable, other officer of Sims;

• indemnify directors and the company secretary and former directors and company secretaries who are or were at the request of Sims acting as a director or secretary of another company for costs and expenses incurred by the director or secretary in defending an action for a liability incurred in acting as director or secretary of that other company,

to the full extent permitted by the Corporations Act (which includes those limitations described above).

The merger agreement provides that, from and after the closing date, the combined company will indemnify, defend and hold harmless the present and former directors and executive officers of Metal Management and its subsidiaries for actions arising at or prior to the closing date to the extent provided in the organizational documents of Metal Management in effect prior to September 24, 2007. The merger agreement further requires the combined company to, for a minimum of six years following the effective time of the merger, use its reasonable best efforts to maintain coverage under an officers’ and directors’ liability insurance policy on terms and conditions no less advantageous to the directors and officers than the liability insurance policy that Metal Management maintained for its directors and officers prior to the merger, subject to certain limitations, including that Sims is not obligated to make annual premium payments with respect to such policies to the extent the premiums exceed 200% of the annual premiums paid by Metal Management as of September 24, 2007.

Sims Metal Management, upon completion of the merger, expects to maintain an insurance policy that protects its officers and directors from liabilities incurred as a result of actions taken in their official capacity associated with any civil, criminal or administrative process.

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Item 21. Exhibits and Financial Statement Schedules.

(a) The	following exhibits are filed herewith unless otherwise indicated:
Exhibit
Number	Description
2.1#	Agreement and Plan of Merger dated as of September 24, 2007, between and among Sims Group
	Limited, MMI Acquisition Corporation and Metal Management, Inc. (included as Appendix A to
	the proxy statement/prospectus)
3.1**	Constitution of Sims Group Limited
4.1	Form of Deposit Agreement among Sims Group Limited, The Bank of New York, as the
	depositary, and all owners and holders from time to time of American Depositary Shares issued
	thereunder
4.2**	Top-Up Deed, dated April 2, 2007, by and between Sims Group Limited and Votraint No. 1652
	Pty Limited (Mitsui)
4.3**	Amendment Deed, dated November 27, 2007, by and between Sims Group Limited and Mitsui
	Raw Materials Development Pty Limited
5.1	Opinion of Baker & McKenzie LLP, counsel to Sims, regarding the validity of the Sims ordinary
	shares
8.1	Opinion of King & Spalding LLP with respect to certain United States federal income tax
	consequences relating to the transaction
10.1**	Rules of the Dividend Reinvestment Plan
10.2†**	Executive Long Term Incentive Plan Rules
10.3†**	Long Term Incentive Plan Rules
10.4†**	Form of Invitation to Participate in the F08 Long Term Incentive Plan
10.5†**	Employment Agreement, dated September 5, 2005, by and between Sims Co Limited and Jeremy
	Sutcliffe
10.6†**	Employment Agreement, dated September 24, 2007, by and between Sims Group Limited and
	Jeremy Sutcliffe
10.7†**	Employment Agreement, dated February 6, 2001, by and between Simsmetal Limited/Simsmetal
	Services Pty Ltd and Ross Cunningham
10.8†**	Letter from Sims Group Limited to Mr. Ross Cunningham, dated November 12, 2007, regarding
	future terms of employment
10.9†**	Employment Agreement, dated January 8, 2007, by and between Sims Group Limited and
	Graham Davy
10.10†**	Employment Agreement, effective as of February 1, 2007, by and between Sims Group Limited
	and Bob Kelman
10.11†**	Employment Agreement, dated January 8, 2007, by and between Sims Group Limited and Darron
	McGree
10.12†**	Letter Agreement, dated September 24, 2007, by and between Sims Group Limited and Robert C.
	Larry
10.13†**	Letter Agreement, dated September 24, 2007, by and between Sims Group Limited and Daniel W.
	Dienst
10.14k**	Operating Agreement of SA Recycling LLC, dated as of September 1, 2007, by and between
	Adams Steel, LLC and Simsmetal West LLC (f/k/a Sims Hugo Neu West LLC)
21.1**	List of Subsidiaries
23.1	Consent of PricewaterhouseCoopers regarding use in this Registration Statement of its report
	dated November 27, 2007 relating to the financial statements of Sims Group Limited

II-2

Exhibit
Number		Description
23.2	Consent of PricewaterhouseCoopers LLP regarding use in this Registration Statement of its report
	dated May 24, 2007 relating to the financial	statements, financial statement schedule,
	management’s assessment of the effectiveness of internal control over financial reporting and the
	effectiveness of internal control over financial reporting of Metal Management, Inc.
23.3	Consent of PricewaterhouseCoopers LLP regarding the use in this registration statement of its
	report dated November 14, 2007 relating to	the statement of operations and statement of cash
	flows of the Hugo Neu Recycling Entities
23.4	Consent of Baker & McKenzie LLP (included in Exhibit 5.1)
23.5	Consent of King & Spalding LLP (included	in Exhibit 8.1)
24.1**	Power of Attorney
99.1**	Consent of CIBC World Markets Corp.
99.2**	Consent of Norman R. Bobins
99.3**	Consent of Daniel W. Dienst
99.4**	Consent of John T. DiLacqua
99.5**	Consent of Robert Lewon
99.6**	Consent of Gerald E. Morris
99.7**	Form of Metal Management, Inc. Proxy Card

• The Registrant hereby agrees to supplementally furnish a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

** Previously filed.

• Management contract or compensatory plan or arrangement.

• k Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 406 under the Securities Act of 1933, as amended. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with brackets and a bullet point ([[k] ]).

Item 22. Undertakings.

• (a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total U.S. dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(5) That every prospectus (i) that is filed pursuant to paragraph (4) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(7) (i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(ii) To arrange or provide for a facility in the United States for purposes of responding to such requests.

(8) To file a post-effective amendment to this registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 will not be furnished; provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(10) That each prospectus filed pursuant to Rule 424(b) as part of the offering to which this registration statement relates shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness; provided, however , that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede

II-4

or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney, Australia, on February 8, 2008.

Sims Group Limited

By: /s/ Jeremy L. Sutcliffe Jeremy L. Sutcliffe Group Chief Executive

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
*	Chairman of the Board	February 8, 2008
Paul K. Mazoudier
*	Director, Group Chief Executive	February 8, 2008
Jeremy L. Sutcliffe	(Principal Executive Officer)
*	Director, Executive Director Group	February 8, 2008
Ross B. Cunningham	Finance and Strategy (Principal Financial Officer)
*	Group General Manager —	February 8, 2008
Peter S. Ricketts	Finance & Administration
	(Principal Accounting Officer)
*	Director	February 8, 2008
J. Michael Feeney
*	Director	February 8, 2008
Paul J. Varello
*	Director	February 8, 2008
Masakatsu Iwanaga
*	Director	February 8, 2008
Christopher J. Renwick
*	Authorized Representative of	February 8, 2008
Scott Miller	Sims Group Limited in the United
	States

• *By /s/ Frank M. Moratti Frank M. Moratti Attorney-in-Fact

II-6

Exhibit Index

	Exhibit Index
Exhibit
Number	Description
2.1#	Agreement and Plan of Merger dated as of September 24, 2007, between and among Sims Group
	Limited, MMI Acquisition Corporation and Metal Management, Inc. (included as Appendix A to
	the proxy statement/prospectus)
3.1**	Constitution of Sims Group Limited
4.1	Form of Deposit Agreement among Sims Group Limited, The Bank of New York, as the
	depositary, and all owners and holders from time to time of American Depositary Shares issued
	thereunder
4.2**	Top-Up Deed, dated April 2, 2007, by and between Sims Group Limited and Votraint No. 1652
	Pty Limited (Mitsui)
4.3**	Amendment Deed, dated November 27, 2007, by and between Sims Group Limited and Mitsui
	Raw Materials Development Pty Limited
5.1	Opinion of Baker & McKenzie LLP, counsel to Sims, regarding the validity of the Sims ordinary
	shares
8.1	Opinion of King & Spalding LLP with respect to certain United States federal income tax
	consequences relating to the transaction
10.1**	Rules of the Dividend Reinvestment Plan
10.2†**	Executive Long Term Incentive Plan Rules
10.3†**	Long Term Incentive Plan Rules
10.4†**	Form of Invitation to Participate in the F08 Long Term Incentive Plan
10.5†**	Employment Agreement, dated September 5, 2005, by and between Sims Co Limited and Jeremy
	Sutcliffe
10.6†**	Employment Agreement, dated September 24, 2007, by and between Sims Group Limited and
	Jeremy Sutcliffe
10.7†**	Employment Agreement, dated February 6, 2001, by and between Simsmetal Limited/Simsmetal
	Services Pty Ltd and Ross Cunningham
10.8†**	Letter from Sims Group Limited to Mr. Ross Cunningham, dated November 12, 2007, regarding
	future terms of employment
10.9†**	Employment Agreement, dated January 8, 2007, by and between Sims Group Limited and
	Graham Davy
10.10†**	Employment Agreement, effective as of February 1, 2007, by and between Sims Group Limited
	and Bob Kelman
10.11†**	Employment Agreement, dated January 8, 2007, by and between Sims Group Limited and Darron
	McGree
10.12†**	Letter Agreement, dated September 24, 2007, by and between Sims Group Limited and Robert C.
	Larry
10.13†**	Letter Agreement, dated September 24, 2007, by and between Sims Group Limited and Daniel W.
	Dienst
10.14k**	Operating Agreement of SA Recycling LLC, dated as of September 1, 2007, by and between
	Adams Steel, LLC and Simsmetal West LLC (f/k/a Sims Hugo Neu West LLC)
21.1**	List of Subsidiaries
23.1	Consent of PricewaterhouseCoopers regarding use in this Registration Statement of its report
	dated November 27, 2007 relating to the financial statements of Sims Group Limited
23.2	Consent of PricewaterhouseCoopers LLP regarding use in this Registration Statement of its report
	dated May 24, 2007 relating to the financial statements, financial statement schedule,
	management’s assessment of the effectiveness of internal control over financial reporting and the
	effectiveness of internal control over financial reporting of Metal Management, Inc.
23.3	Consent of PricewaterhouseCoopers LLP regarding use in this Registration Statement of its report
	dated November 14, 2007 relating to the statement of operations and the statement of cash flows
	of the Hugo Neu Recycling Entities
23.4	Consent of Baker & McKenzie LLP (included in Exhibit 5.1)

Exhibit
Number		Description
23.5	Consent of King & Spalding LLP (included in Exhibit 8.1)
24.1**	Power of Attorney
99.1**	Consent of CIBC World Markets Corp.
99.2**	Consent of Norman R. Bobins
99.3**	Consent of Daniel W. Dienst
99.4**	Consent of John T. DiLacqua
99.5**	Consent of Robert Lewon
99.6**	Consent of Gerald E. Morris
99.7**	Form of Metal Management, Inc. Proxy Card

• The Registrant hereby agrees to supplementally furnish a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

• ** Previously filed

• Management contract or compensatory plan or arrangement.

• k Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 406 under the Securities Act of 1933, as amended. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with brackets and a bullet point ([[k] ]).

Exhibit 3.1

Constitution

of

Sims Group Limited ACN 114 838 630

Contents

Clause number

Page

Preliminary 1 Definitions 1 Corporations Act 2001 and Listing Rules definitions 3 Interpretation 3 Replaceable rules not to apply 3 Constitution subject to the Act 4 Listing Rules and Settlement Rules only to have effect if Company is listed 4 Constitution subject to Listing Rules if Company is listed 4 Limited liability of members 4 Share Capital 4 Allotment and issue of Shares under control of Directors 4 Company may issue preference Shares 5 Rights of holders of preference Shares 5 Deferred Shares 5 Non-voting Ordinary Shares 6 Brokerage or commission 6 Joint Holders 6 More than 3 persons registered 7 Recognition of trusts or other interests 7 Certificates 7 Certificated holdings 7 Issue of certificates 7 Entitlement of Member to certificate 7 Certificate for joint holders 7 Cancellation of certificate on transfer 7 Replacement of certificates 8 CHESS 8 Participation in CHESS 8 Compliance with Settlement Rules 8 Registers 8 No interference with proper ASTC transfer 9 Lien 9 Lien 9 Extent of lien 9 Exemption from lien 9 Sale under lien 9 Proceeds of sale of Shares sold under lien 10 Transfer on sale under lien 10

Heading

1. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 3. 3.1 3.2 3.3 3.4 3.5 3.6

Preliminary

4. 4.1 4.2 4.3 4.4

5. 5.1 5.2 5.3 5.4 5.5 5.6

10

Clause
number	Heading	Page
5.7	Company may forfeit instead		10
6.	Calls		10
6.1	Directors may make calls		10
6.2	Notice of calls		10
6.3	Difference in terms of issue as to calls		11
6.4	Fixed payments deemed calls		11
6.5	Interest on sums not paid		11
6.6	Payment of calls		11
6.7	Proof of calls		11
6.8	Prepayment of calls		11
7.	Forfeiture of Shares		12
7.1	Forfeiture on non-payment of calls		12
7.2	Evidence of forfeiture		12
7.3	Effect of forfeiture		12
7.4	Sale of forfeited Share		12
7.5	Proceeds of sale		13
7.6	Redemption of forfeited Shares		13
7.7	Surrender of Shares		13
8.	Transfer of Shares		13
8.1	Transfer document		13
8.2	Registration procedure		13
8.3	Registration of transfer		13
8.4	Restrictions on transfer		14
8.5	Notice of refusal to register		14
8.6	Transfer not complete until name entered in the Register		14
9.	Transmission of Shares		14
9.1	Death of a Member		14
9.2	Transmission on death or bankruptcy		15
9.3	Election as to registration on transmission		15
10.	Alteration of capital		15
10.1	Company's power to alter capital		15
10.2	Dealing with fractions		15
10.3	Reduction of capital		16
10.4	Power to buy back Shares		16
11.	Variation or cancellation of rights		16
11.1	Variation or cancellation of rights of class of Shares		16
11.2	No consent or sanction required for redemption		16
11.3	No variation by issue of further Shares ranking equally		16

10. 10.1 10.2 10.3 10.4 11. 11.1 11.2 11.3 12.

Restricted Securities

16

Proportional takeover bids

Definitions Prohibition on registration of transfer unless takeover scheme approved

13. 13.1 13.2

17 17 17

22 22 22 22 22 22 23 23 23 23 23 24 24 24 24

Clause
number	Heading	Page
13.3	Approving resolution		17
13.4	Entitlement to vote on approving resolution		17
13.5	Bidder and associates not entitled to vote		17
13.6	Approving resolution passed		17
13.7	General meeting provisions to apply		17
13.8	Meeting to be held before approving resolution deadline		18
13.9	Notice as to whether approving resolution is passed		18
13.10	Approving resolution deemed to have been passed		18
13.11	Effect of this clause		18
14.	Unmarketable parcels		18
14.1	Definitions		18
14.2	Notice to Unmarketable Parcel Holder		18
14.3	Revocation or withdrawal of notice		19
14.4	Sale of Unmarketable Parcels		19
14.5	Company to pay all costs		19
14.6	Title of purchaser of Unmarketable Parcel		19
14.7	Remedy of Unmarketable Parcel Holder		19
14.8	Evidence of sale in accordance with this clause		19
14.9	Receipt of proceeds of sale		19
14.10	Company to deal with proceeds of sale		20
14.11	Overriding effect of this clause		20
14.12	Clause ceases to have effect following announcement of takeover bid		20
14.13	Clause may be invoked only once in any 12 Month period		20
15.	General meetings		20
15.1	Annual general meetings		20
15.2	General meetings		21
15.3	Members may requisition meeting		21
15.4	Notice of general meeting		21
15.5	Contents of notice of general meeting		21
15.6	Omission to give notice		21
15.7	Changes to general meeting		22
16.	Proceedings at general meeting		22
16.1	Member deemed to be present		22
16.2	Attorney of Member		22
16.3	Representative of body corporate		22
16.4	Quorum for general meeting		22
16.5	No quorum		22
16.6	Chairperson of general meeting		23
16.7	Powers of chairperson		23
16.8	Adjournment of general meeting		23
16.9	Notice of adjourned meeting		23
16.10	Director entitled to attend and speak		23

Member deemed to be present Attorney of Member Representative of body corporate Quorum for general meeting No quorum Chairperson of general meeting Powers of chairperson Adjournment of general meeting Notice of adjourned meeting Director entitled to attend and speak

Voting

Resolution determined by majority Casting vote of chairperson Method of voting

17. 17.1 17.2 17.3

Clause
number	Heading	Page
17.4	Demand for poll		24
17.5	Conducting a poll		24
17.6	Votes		24
17.7	Votes by proxy		25
17.8	Voting if call unpaid on Shares		25
17.9	Voting by joint holders		25
17.10	Voting by transmittee		26
17.11	Voting by Member of unsound mind		26
17.12	Voting exclusions		26
17.13	Ruling on entitlements and votes		26
18.	Proxies		27
18.1	Instrument appointing proxy		27
18.2	Deposit of proxy with Company		27
18.3	Validity of vote given in accordance with proxy		27
18.4	Form of proxy		27
19.	Directors		28
19.1	Number of Directors		28
19.2	No Share qualification		28
19.3	Election of Directors by Company		28
19.4	Directors may fill casual vacancies or appoint additional Directors		28
19.5	Eligibility for election as a Director		28
19.6	[Deleted]		28
19.6A	Nominations by Mitsui Group		28
19.7	Alternate Director		30
19.8	Auditor cannot be Director		31
20.	Director's tenure of office		31
20.1	Directors' tenure of office		31
20.2	Retirement by rotation		31
20.3	Retiring Director eligible for re-election		32
20.4	Removal of Director by the Company		32
20.5	Vacation of office		32
21.	Director's remuneration		32
21.1	Remuneration for non-executive Directors		32
21.2	Additional remuneration for extra services		33
21.3	Remuneration to be in accordance with Listing Rules		33
21.4	Expenses of Directors		33
22.	Director's contracts		33
22.1	Directors not disqualified from holding office or contracting with Company		33
22.2	Director can act in professional capacity		34
22.3	Director not to vote on contract in which the Director has a material personal interest		34
22.4	Directors to declare interest		34
22.5	Directors to declare potential conflicts		34
22.6	Secretary to record declarations of Directors		34

Clause
number	Heading	Page
23.	Powers of Directors		35
23.1	Powers of Directors		35
23.2	Powers to borrow or raise money		35
23.3	Directors may vote shares in other corporations		35
23.4	Agent or attorney		35
23.5	Sub-delegation of powers		35
24.	Executive directors		36
24.1	Managing director		36
24.2	Directors may confer powers on executive directors		36
24.3	Remuneration of executive directors		36
25.	Proceedings of Directors		36
25.1	Board meetings		36
25.2	Director to be regarded as present at meeting		36
25.3	Place of meeting		36
25.4	Convening of Directors meeting		37
25.5	Notice of meeting		37
25.6	Directors may act notwithstanding vacancy		37
25.7	Quorum for Board meetings		37
25.8	Meeting competent to exercise all powers		37
25.9	Chairperson of Board meetings		37
25.10	Documents tabled at meeting		37
25.11	Questions to be decided by majority		37
25.12	Resolution in writing		37
25.13	Resolution passed deemed to be determination of Board		38
25.14	Committee powers and meetings		38
25.15	Validity of acts of Directors		38
26.	Secretary		38
27.	Minutes and registers to be kept		38
27.1	Minutes		38
27.2	Minutes to be signed by chairperson		39
27.3	Registers		39
28.	Reserves		39
28.1	Reserves		39
28.2	Carry forward of profits		39
28.3	Revaluation of assets		39

Reserves	39
Reserves	39
Carry forward of profits	39
Revaluation of assets	39
Dividends and Distributions	39
Power to determine and declare dividends vested in Directors	39
Apportionment of dividends	40
Dividends only payable out of profits	40
Dividend payable by distribution of assets	40
Distribution of securities	40
Dividends may be payable in foreign currency	40
No interest payable on dividends	41
Directors may retain certain dividends	41
Directors may deduct from dividends money payable to Company	41

29. 29.1 29.2 29.3 29.4 29.5 29.6 29.7 29.8 29.9

Clause
number	Heading	Page
29.10	Payment of dividends		41
29.11	Unclaimed dividends		41
29.12	Dividend Reinvestment Plans		41
29.13	Amendment of Dividend Reinvestment Plans		41
30.	Capitalising profits		42
30.1	Capitalising profits		42
30.2	Directors powers in relation to capitalisation of profits		42
31.	Financial statements		42
31.1	Financial records		42
31.2	Financial statements to be audited		42
31.3	Auditor		42
32.	Inspection of records		42
33.	Notices		43
33.1	Service of notices by Company		43
33.2	Electronic communications		43
33.3	Notices to joint holders		43
33.4	Notice deemed to be served		43
33.5	Service by post		44
33.6	Notices to Members whose whereabouts unknown		44
33.7	Notices binding on transferees		44
33.8	Notice to deceased or bankrupt Members		44
33.9	Signing notices		44
33.10	Counting days		44
34.	Winding up		45
34.1	Distribution of surplus assets		45
34.2	Fee or commission paid to liquidator to be approved in general meeting		45
34.3	Distribution in specie		45
35.	Indemnity and insurance		45
35.1	Indemnity		45
35.2	Insurance		47

35. 35.1 35.2

Corporations Act 2001

A Company Limited by Shares

Constitution

of

Sims Group Limited

ACN 114 838 630

1. Preliminary

1.1 Definitions

In this Constitution, unless the context otherwise requires:

Act means the Corporations Act 2001 ;

ASIC means Australian Securities and Investments Commission;

ASTC means ASX Settlement and Transfer Corporation Pty Ltd;

ASX means Australian Stock Exchange Limited;

Board means the Directors acting as a Board of Directors;

Business day has the same meaning as in the Listing Rules;

CHESS means the Clearing House Electronic Sub register System established and operated by ASTC;

CHESS approved securities means securities approved by ASTC in accordance with the Settlement Rules;

Company means Sims Group Limited ACN 114 838 630;

Constitution means the constitution of the Company for the time being in force;

Directors means the directors of the Company from time to time, and in clause 35 includes alternate directors;

Financial Year has the meaning given to the term “financial year” in the Act;

Home Branch means the branch of the ASX designated to the Company by the ASX;

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver granted by ASX;

Member means a person who is entered in the Register as the holder of Shares in the capital of the Company;

Mitsui Associate means:

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

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

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

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

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

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

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

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

Month means calendar month;

Office means the registered office for the time being of the Company;

Official List has the same meaning given to the term “official list” in the Listing Rules;

Register means the registers and/or sub registers of Members to be kept under the Act and the Listing Rules;

Related Body Corporate has the same meaning given to the term “related body corporate” in the Act;

Relevant Interest has the same meaning given to it in the Act;

Resolution means a resolution other than a Special Resolution;

Restricted Securities has the same meaning given to it in the Listing Rules;

Secretary means a person appointed as secretary of the Company and also includes any person appointed to perform the duties of secretary on a temporary basis and any duly appointed assistant secretary;

Settlement Rules means the settlement rules of the ASTC as amended or replaced from time to time;

Shares means shares in the capital of the Company; and

2

Special Resolution has the same meaning given to the term “special resolution” in the Act.

1.2 Corporations Act 2001 and Listing Rules definitions

In this Constitution, unless the context otherwise requires, if an expression is defined in, or given a meaning for the purposes of, the Act or the Listing Rules that expression has the same definition or meaning in this Constitution to the extent that it relates to the same matter for which it is defined or given a meaning in the Act or the Listing Rules.

1.3 Interpretation

In this Constitution, unless the context otherwise requires:

• (a) a reference to:

• (i) the singular includes the plural and the other way round;

• (ii) a gender includes every gender;

• (iii) the Act, any section, regulation or schedule of the Act or any other legislation is a reference to that law as amended, consolidated, supplemented or replaced;

• (iv) in writing or written includes printing, lithography, photography and other means of representing or reproducing words in a visible form;

• (v) paid up or paid includes credited as paid up or paid;

• (vi) dividend includes bonus;

• (vii) any person includes a reference to any individual, company, body corporate, association, partnership, firm, joint venture, trust or government agency;

• (viii) a person includes the person’s successors and legal personal representatives;

• (ix) a body (including an institute, association, authority or government agency) whether statutory or not:

  • (A) which ceases to exist; or

  • (B) whose powers are transferred to another body,

  • is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

• (x) the word including or includes means including but not limited to or including without limitation ; and

• (b) headings are for convenience only and must be ignored in interpreting this Constitution.

1.4 Replaceable rules not to apply

To the maximum extent permitted by the Act, the provisions of the Act which apply as replaceable rules are displaced completely by this Constitution in relation to the Company.

3

1.5 Constitution subject to the Act

This Constitution is subject to the Act. Where there is any inconsistency between a clause of this Constitution and the Act, the Act prevails to the extent of the inconsistency.

1.6 Listing Rules and Settlement Rules only to have effect if Company is listed

In this Constitution, a reference to the Listing Rules or Settlement Rules has effect only if at the relevant time the Company is admitted to the Official List and is otherwise to be disregarded.

1.7 Constitution subject to Listing Rules if Company is listed

If the Company is admitted to the Official List, the following clauses apply:

• (a) Despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done.

• (b) Nothing contained in this Constitution prevents an act being done that the Listing Rules requires to be done.

• (c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

• (d) If the Listing Rules require this Constitution to contain a provision and it does not contain that provision, this Constitution is deemed to contain that provision.

• (e) If the Listing Rules require this Constitution not to contain a provision and it contains that provision, this Constitution is deemed not to contain that provision.

• (f) If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

1.8 Limited liability of members

The Company is a company limited by shares.

2. Share Capital

• 2.1 Allotment and issue of Shares under control of Directors

The Directors control the allotment and issue of Shares. Subject to the Act and the Listing Rules, the Directors:

• (a) may allot, issue or otherwise dispose of Shares to any persons, on any terms and conditions, at that issue price and at those times as the Directors think fit;

• (b) have full power to give any person a call or option over any Shares during any time and for any consideration as the Directors think fit; and

• (c) may issue Shares with any preferential, deferred or special rights, privileges or conditions or with any restrictions (whether in regard to dividend, voting, return of Share capital or otherwise) as the Directors determine.

4

2.2 Company may issue preference Shares

The Company may issue preference Shares including preference Shares which are, or which at the option of the Company or holder may be, liable to be redeemed or converted into ordinary Shares.

2.3 Rights of holders of preference Shares

All preference Shares issued by the Company confer on the holders of those preference Shares:

• (a) the same rights as holders of ordinary Shares to receive notices, reports and accounts and to attend general meetings of the Company; and

• (b) the right to vote in each of the following circumstances and in no others:

• (i) during a period when a dividend (or part of a dividend) for the Share is in arrears;

• (ii) on a proposal to reduce the Company’s share capital;

• (iii) on a Resolution to approve the terms of a buy-back agreement;

• (iv) on a proposal that affects rights attached to the Share;

• (v) on a proposal to wind up the Company;

• (vi) on a proposal to dispose of the whole of the Company’s property, business and undertaking; and

• (vii) during the winding up of the Company.

2.4 Deferred Shares

The Company may issue deferred Shares which confer on the holders of those Shares:

• (a) the same rights as holders of ordinary Shares to receive notices, reports and accounts and to attend general meetings of the Company;

• (b) no right to receive dividends;

• (c) no rights to receive or participate in a distribution of surplus assets on a winding up; and

• (d) the right to vote in each of the following circumstances and in no others:

• (i) during a period when a dividend (or part of a dividend) for the Share is in arrears;

• (ii) on a proposal to reduce the Company’s share capital;

• (iii) on a Resolution to approve the terms of a buy-back agreement;

• (iv) on a proposal that affects rights attached to the Share;

• (v) on a proposal to wind up the Company;

• (vi) on a proposal to dispose of the whole of the Company’s property, business and undertaking; and

5

• (vii) during the winding up of the Company.

2.5 Non-voting Ordinary Shares

The Company may issue Non-voting Ordinary Shares which confer on the holders of those Shares:

• (a) the same rights as holders of ordinary Shares to receive notices, reports and accounts and to attend general meetings of the Company;

• (b) the same rights as holders of ordinary Shares to receive dividends;

• (c) the same rights as holders of ordinary Shares to receive or participate in a distribution of surplus assets on a winding up;

• (d) the right to vote in each of the following circumstances and in no others:

• (i) during a period when a dividend (or part of a dividend) for the Share is in arrears;

• (ii) on a proposal to reduce the Company’s share capital;

• (iii) on a Resolution to approve the terms of a buy-back agreement;

• (iv) on a proposal that affects rights attached to the Share;

• (v) on a proposal to wind up the Company;

• (vi) on a proposal to dispose of the whole of the Company’s property, business and undertaking; and

• (vii) during the winding up of the Company; and

• (e) the right, obligation or ability to convert the Non-voting Ordinary Shares into ordinary Shares in accordance with their terms of issue.

2.6 Brokerage or commission

Subject to the provisions and restrictions contained in the Act and the Listing Rules, the Company may pay brokerage or commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company or for procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares in the Company. Any brokerage or commission may be paid or satisfied in cash, Shares, debentures or other securities of the Company or otherwise as the Directors determine.

2.7 Joint Holders

2 or more persons registered as the holders of any Share are deemed to hold the Share as joint tenants with benefits of survivorship, subject to the following provisions:

• (a) the joint holders are jointly and severally liable for all payments (including calls and instalments) made for the Share;

• (b) if a joint holder dies, the survivor or survivors are the only person or persons recognised by the Company as having any title to the Share, but the Directors may require evidence of death;

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• (c) any 1 joint holder may give a valid receipt for any dividend, bonus or return of capital payable to the joint holders; and

• (d) delivery of a notice or a certificate for a Share to any joint holder is sufficient delivery to all the joint holders.

2.8 More than 3 persons registered

If more than 3 persons are noted in the Register as holders of securities of the Company, or a request is made to register more than 3 persons then (except in the case of executors or trustees or administrators of a deceased Member), the first 3 persons named in the Register or the request (as the case may be) are deemed to be the holders of those securities and no other persons will be regarded by the Company as a holder of those securities for any purpose.

2.9 Recognition of trusts or other interests

Subject to the provisions of the Act, the Company is entitled to treat the registered holder of any Shares as the absolute owner of those Shares and, accordingly, the Company is not bound to recognise (whether or not it has notice):

• (a) a person as holding a Share on any trust; or

• (b) any equitable, contingent, future or partial interest in any Share or unit of a Share.

3. Certificates

3.1 Certificated holdings

The provisions of this clause 3 apply only to the extent that the Company is required by the Act, the Listing Rules or the Settlement Rules to issue certificates for Shares or other marketable securities of the Company, and then only for those Shares or other marketable securities for which certificates are required to be issued.

3.2 Issue of certificates

Subject to this Constitution, where the Company is required by the Act, the Listing Rules or the Settlement Rules to issue certificates for Shares or other marketable securities of the Company, the certificates must be issued in accordance with the Act, the Listing Rules and Settlement Rules and must include all information required by the Act, the Listing Rules and Settlement Rules.

3.3 Entitlement of Member to certificate

Subject to this Constitution, every Member is entitled for free to 1 certificate for each class of Shares or other marketable securities registered in its name or to several certificates each for a reasonable proportion of those Shares or marketable securities.

3.4 Certificate for joint holders

Where Shares or other marketable securities are registered in the names of 2 or more persons, only 1 certificate is required to be issued for each class of those Shares or marketable securities.

3.5 Cancellation of certificate on transfer

• (a) Subject to this Constitution, on every application to register the transfer of any Shares or other marketable securities or to register any person as a Member in respect of any Shares

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or other marketable securities which may have been transmitted to that person by operation of law, the certificate for those Shares or other marketable securities must be delivered up to the Company for cancellation.

• (b) The Company must issue a new certificate in similar form specifying the Shares or other marketable securities transferred or transmitted and deliver it to the transferee or transmittee within 5 business days after the registrable transfer or transmission notice is lodged with the Company.

• (c) If registration is required for some only of the Shares or other marketable securities specified on the certificate delivered up to the Company, a new certificate specifying the Shares or other marketable securities remaining untransferred or untransmitted must be delivered to the transferor.

3.6 Replacement of certificates

• (a) The Company must issue a replacement certificate:

• (i) if the certificate is worn out or defaced, on production of the certificate to the Company to be replaced and cancelled; or

• (ii) if the certificate is lost or destroyed, on the Company being furnished with:

  • (A) evidence that the certificate has been lost or destroyed, and has not been disposed of or pledged, as is required by the Act;

  • (B) an undertaking to return the certificate, if found, as required by the Act; and

  • (C) if the Directors consider it necessary, a bond or indemnity as the Act authorises the Directors to require.

• (b) The Company must issue all replacement certificates within 5 business days after receiving the original certificate or evidence of loss or destruction.

4. CHESS

4.1 Participation in CHESS

While the Company is admitted to the Official List it must participate in CHESS to the extent required by the Listing Rules.

4.2 Compliance with Settlement Rules

The Company must comply with the Settlement Rules if any of its securities are CHESS approved securities. In particular the Company must comply with the requirements of the Settlement Rules and Listing Rules about maintenance of registers, issuing holding statements and transfers in relation to its CHESS approved securities.

4.3 Registers

If the Company’s securities are CHESS approved securities, in addition to the CHESS sub register, the Company must provide for an issuer sponsored sub register, or a certificated sub register, or both (at least if the Company has Restricted Securities on issue).

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4.4 No interference with proper ASTC transfer

The Company must not prevent, delay or interfere with the generation of a proper ASTC transfer or the registration of a paper-based transfer in registrable form (which satisfies the requirements of clause 8), except as permitted by clause 8.4, the Listing Rules or Settlement Rules.

5. Lien

5.1 Lien

• (a) The Company has a first and paramount lien on every Share for:

• (i) unpaid calls and instalments on those Shares;

• (ii) any amount owing to the Company for Shares acquired under an employee incentive scheme; and

• (iii) any amount the Company is required by law to pay (and has paid) in respect of the Share of a Member or deceased Member.

• (b) A lien extends to reasonable interest at any rates the Directors may determine, and expenses incurred because the amount is not paid.

5.2 Extent of lien

The Company’s lien on a Share extends to all dividends, bonuses and other moneys payable for the Share including the proceeds of sale of the Share. The Company may deduct or set-off against any dividends, bonuses or other moneys subject to the Company’s lien any moneys due and payable to the Company.

5.3 Exemption from lien

The Directors may at any time declare any Share to be wholly or in part exempt from the provisions of clauses 5.1 and 5.2.

5.4 Sale under lien

Subject to clause 7, the Company may sell or otherwise dispose of any Shares on which the Company has a lien in any manner if, and only if:

• (a) an amount in respect of which the lien exists is presently payable ( the Sum ); and

• (b) 30 days has expired from the Company giving written notice ( Notice ) to the registered holder of the Shares, or to the person entitled to the Shares because of the death or bankruptcy of the registered holder; and

• (c) the Notice specified:

• (i) the Sum; and

• (ii) that payment must be made by a date at least 10 business days after the date of the Notice; and

• (iii) a reasonable place and method for payment; and

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• (iv) that if payment were not made as required, the Shares would be sold under the lien; and

• (d) the Notice has not been complied with.

5.5 Proceeds of sale of Shares sold under lien

The Company must:

• (a) apply the net proceeds of Shares sold under lien (after payment of all costs and expenses incurred in selling the Shares) ( Net Proceeds ) in payment of the Sum; and

• (b) pay the balance of the Net Proceeds to the person registered as the holder of the Shares immediately before the Shares were sold or as that person directs.

The remedy of any person aggrieved by the sale or disposal of its Shares under this clause is limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

5.6 Transfer on sale under lien

• (a) The Company must register the purchaser as holder of the Shares transferred.

• (b) The purchaser of the Shares transferred is not bound to see that the purchase money is properly applied as set out in this clause 5.

• (c) The purchaser’s title to the Shares is unaffected by any irregularity or invalidity in connection with the sale or the application of the purchase money.

5.7 Company may forfeit instead

If clause 7 applies to a Share on which a call is unpaid, the Company may choose which of the sale and other procedures under clauses 5 and 7 it will use. Choosing to use procedures under one of those clauses does not limit the Company’s rights under the other clause.

6. Calls

6.1 Directors may make calls

• (a) The Directors may make calls as they think fit on the Members for all moneys unpaid on Shares held by those Members which are not moneys made payable by the conditions of allotment at fixed times.

• (b) A call is deemed to have been made when the Resolution of the Directors authorising that call was passed.

• (c) A call may be made payable by instalments.

• (d) The Directors may revoke or postpone a call.

6.2 Notice of calls

The Company must give written notice of a call at least 30 business days before the call is due. The notice must specify the time and place for payment and any other information required by the Listing

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Rules. The non-receipt of any notice by, or the accidental omission to give notice of any call to, any Member will not invalidate the call.

6.3 Difference in terms of issue as to calls

The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the time for payment of those calls.

6.4 Fixed payments deemed calls

Any sum which, by the terms of issue of a Share, becomes payable on allotment or at any fixed date, will for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which the sum is payable. In case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise will apply as if the sum had become payable by virtue of a call duly made and notified.

6.5 Interest on sums not paid

A sum called in respect of a Share and not paid on or before the date for payment bears interest from the date for payment to the time of actual payment at any rates as the Directors may determine. The Directors may waive payment of interest, either in whole or in part.

6.6 Payment of calls

Each Member must pay the amount of every call made on it at the times and places appointed by the Directors.

6.7 Proof of calls

In any proceeding to recover moneys due for any call, it is sufficient and conclusive evidence of the debt if it is proved that:

• (a) the name of the Member sued is entered in the Register as the holder or 1 of the holders of the Shares in respect of which the call was made; and

• (b) the Resolution making the call was recorded in the minute book; and

• (c) notice of the call was given to the Member sued in accordance with this Constitution.

6.8 Prepayment of calls

The Directors may receive from any Member willing to advance it, all or any part of the amount unpaid on the Shares held by that Member beyond the sums actually called up. The Directors may then either:

• (a) if the Member so requests, make a call on the Member for the amount advanced, pro rata in respect of all Shares held by that Member on which moneys remain unpaid or on any other basis as agreed between that Member and the Directors; or

• (b) authorise payment by the Company of interest on the whole or any part of the amount so received until the amount becomes due or is repaid at the rate agreed between the Member paying the sum in advance and the Directors. The Directors may at any time authorise repayment of the whole or any part of the amount paid in advance on giving the Member 1 Month’s notice of the date for repayment.

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7. Forfeiture of Shares

7.1 Forfeiture on non-payment of calls

Unless the Directors otherwise determine, any Share on which a call is unpaid 14 days after the day for its payment has expired will be absolutely forfeited without any Resolution of the Directors or other proceeding being required. Subject to the Act and the Listing Rules, the Directors may then proceed to cancel or sell the forfeited Shares.

7.2 Evidence of forfeiture

A written statement declaring that the person making the statement is a Director or Secretary of the Company and that a Share in the Company has been forfeited on a date stated in the statement, is conclusive evidence of the facts stated in the statement as against all persons claiming to be entitled to the Share.

7.3 Effect of forfeiture

On forfeiture of a Share:

• (a) the person whose Share is forfeited will cease to be a Member in respect of the forfeited Share;

• (b) that person will lose all entitlements to dividends declared in respect of the forfeited Share and not actually paid; and

• (c) that person remains liable to pay the Company all money which, at the date of forfeiture, was payable by it to the Company in respect of the forfeited Share together with interest on that amount from the date of forfeiture until payment at the rate determined by the Directors. The Directors are under no obligation to enforce payment.

7.4 Sale of forfeited Share

• (a) If the Directors determine to sell any forfeited Shares, the Company may dispose of any forfeited Shares on any terms and in any manner as the Directors determine, and in accordance with any applicable requirements of the Act and the Listing Rules.

• (b) The Company may do all things necessary to give effect to the sale of the forfeited Shares, including authorising a Director or any other person to:

• (i) execute a transfer of the Shares sold in favour of the purchaser of the Shares; and

• (ii) do all acts and things as are necessary or desirable under the Act, the Listing Rules or Settlement Rules, to effect a transfer and to enable the forfeited Shares to be disposed of.

• (c) The Company must register the transferee as holder of the Shares forfeited.

• (d) The transferee of the forfeited Shares is not bound to see that forfeit money is properly applied as set out in this clause 7. The transferee’s title to the Shares is unaffected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Shares.

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7.5 Proceeds of sale

The proceeds of sale of any forfeited Shares received by the Company must be applied in payment of:

• (a) first, the expenses of the sale;

• (b) secondly, any expenses necessarily incurred in connection with the forfeiture, including any interest accrued;

• (c) thirdly, the calls then due and unpaid; and

• (d) the balance (if any) must be paid to the Member whose Shares have been sold within 5 business days of the Company receiving the proceeds of sale.

7.6 Redemption of forfeited Shares

• (a) A Share belonging to a person which has been forfeited may be redeemed at any time up to, but not including, the day on which the Share is intended to be sold, by payment to the Company of all calls due on the Share and any other costs and expenses which may be permitted by the Act and the Listing Rules, and on payment the person is entitled to the Share as if the forfeiture had not occurred.

• (b) The remedy of any person aggrieved by the sale or disposal of its Shares under this clause is limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

7.7 Surrender of Shares

The Directors may accept the surrender of any Share which they are entitled to forfeit on any terms they think fit and any Share so surrendered may be disposed of in the same manner as a forfeited Share.

8. Transfer of Shares

8.1 Transfer document

Subject to this Constitution, the Act, the Listing Rules and Settlement Rules a Member may transfer all or any Shares by a transfer document duly stamped (if necessary) and delivered to the Company. The transfer document must be in writing in the usual or common form or in any other form as the Directors may from time to time prescribe or, in particular circumstances, agree to accept and must be signed by or on behalf of the transferor or as otherwise permitted by the Act.

8.2 Registration procedure

Subject to this Constitution, the Act, the Listing Rules and Settlement Rules every transfer document must be delivered to the Company accompanied by the certificate for the Shares to be transferred and any other evidence the Directors may require to prove the title of the transferor or its right to transfer the Shares. The Company must retain all transfer documents registered but any transfer document which the Directors refuse to register must (except in the case of fraud or suspected fraud) be returned on demand to the person who deposited that document.

8.3 Registration of transfer

Subject to clause 8.4, the Company must register each registrable paper-based transfer of Shares which complies with clauses 8.1 and 8.2, the Act and the Listing Rules and must do so without charge.

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8.4 Restrictions on transfer

Subject to the Act, the Listing Rules and Settlement Rules, the Directors may in their absolute discretion ask ASTC to apply a holding lock to prevent a proper ASTC transfer, or refuse to register a paper-based transfer, of a Share where:

• (a) the Company has a lien on the Shares the subject of the transfer;

• (b) the Company is served with a court order that restricts a Member’s capacity to transfer the Shares;

• (c) registration of the transfer may break an Australian law and the ASX has agreed in writing to the application of a holding lock (which must not breach the Settlement Rules) or that the Company may refuse to register a transfer;

• (d) if the transfer is paper-based, either a law related to stamp duty prohibits the Company from registering it or the Company is otherwise allowed to refuse to register it under the Listing Rules;

• (e) the transfer does not comply with the terms of any employee incentive scheme of the Company;

• (f) if the transfer is paper-based, registration of the transfer will create a new holding which at the time of the transfer is lodged is less than a marketable parcel as defined in the Listing Rules;

• (g) the relevant Member has agreed in writing to the application of a holding lock (which must not breach the Settlement Rules) or that the Company may refuse to register a transfer; or

• (h) if otherwise permitted under the Listing Rules.

• 8.5 Notice of refusal to register

• (a) If the Company refuses to register a paper-based transfer under clause 8.4, it must tell the lodging party in writing of the refusal and the reason for it, within 5 business days after the date on which the transfer was lodged.

• (b) If the Company asks ASTC to apply a holding lock under clause 8.4, it must tell the holder of the Shares in writing of the holding lock and reason for it, within 5 business days after the date in which it asked for the holding lock.

8.6 Transfer not complete until name entered in the Register

Subject to the Settlement Rules, the transferor of a Share remains the holder of the Share until the name of the transferee is entered in the Register in respect of that Share.

9. Transmission of Shares

9.1 Death of a Member

If a Member dies:

• (a) and the Member was a joint holder of any Shares, the surviving joint holder (or holders) is (or are) the only person (or persons) recognised by the Company as having any title to or interest in those Shares; and

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• (b) the legal personal representatives of the Member (not being 1 of 2 or more joint holders) are the only persons recognised by the Company as having any title to or interest in the Shares registered in its name.

9.2 Transmission on death or bankruptcy

Any person becoming entitled to a Share because a Member dies or becomes bankrupt, or otherwise by operation of law, on producing the evidence of entitlement which the Directors may require, may elect either to be registered personally as the holder of the Share or to have some person nominated by it registered as the transferee of that Share.

9.3 Election as to registration on transmission

If the person becoming entitled to a Share:

• (a) elects to be registered personally, he or she must deliver or send to the Company a personally signed written notice stating that election; or

• (b) elects to have another person registered, he or she must effect a transfer of the Share in favour of that person.

All the limitations, restrictions and provisions of this Constitution relating to the right to transfer, the form of transfer and the registration of transfers of Shares will be applicable to any notices or transfers.

10. Alteration of capital

10.1 Company’s power to alter capital

The Company may, by Resolution passed at a general meeting:

• (a) consolidate all or any of its Shares into Shares of a larger amount;

• (b) subdivide its Shares or any of them into Shares of a smaller amount, but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each subdivided Share is the same as it was for the Share from which the subdivided Share is derived; or

• (c) cancel Shares which have been forfeited, subject to the requirements of the Listing Rules.

10.2 Dealing with fractions

Subject to the Act, the Directors may do anything required to give effect to any resolution which alters the Company’s share capital. Where a Member becomes entitled to a fraction of a Share on a consolidation, this power includes:

• (a) making cash payments;

• (b) determining that fractions may be disregarded to adjust the rights of all parties;

• (c) appointing a trustee to deal with any fractions on behalf of Members; and

• (d) rounding up each fractional entitlement to the nearest whole Share by capitalising any amount available for capitalisation even though only some of the Members may participate in the capitalisation.

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10.3 Reduction of capital

Subject to the Act and the Listing Rules, the Company may reduce its capital in any manner, including by way of distributing specific assets, including securities of the Company or of any other corporation, trust or entity.

10.4 Power to buy back Shares

The Company may, in accordance with the Act and the Listing Rules, buy back its own Shares on any terms and conditions determined by the Directors. The consideration paid for a buy back of Shares may include specific assets, including securities of the Company or of any other corporation, trust or entity.

11. Variation or cancellation of rights

11.1 Variation or cancellation of rights of class of Shares

Subject to the Act and the Listing Rules, all or any of the rights and privileges attached to any class of Shares (unless otherwise provided by the terms of issue of the Shares of that class) may be varied or cancelled, including by converting or reclassifying Shares from one class to another:

• (a) with the written consent of holders of at least 75% of the Shares issued in that class; or

• (b) with the approval of a Special Resolution passed at a meeting of holders of the Shares of that class. The provisions of this Constitution relating to notice of meetings, quorum at a meeting, the appointment of a chairperson and of proxies, attorneys and representatives, the depositing and form and validity of proxies and the conduct of general meetings will apply to any meeting of that class to approve that Resolution.

11.2 No consent or sanction required for redemption

A consent or sanction referred to in clause 11.1 is not required to redeem any Shares or vary any other rights attaching to any Shares where that redemption or variation is in accordance with the terms of issue of those Shares.

11.3 No variation by issue of further Shares ranking equally

The rights conferred on the holders of the Shares of any class will not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally in respect of those rights.

12. Restricted Securities

The Company must comply with all the requirements of the Listing Rules relating to Restricted Securities. Despite any other provisions of this Constitution:

• (a) Restricted Securities cannot be disposed of (as the term “disposed” is defined in the Listing Rules) during the escrow period for those Restricted Securities, except as permitted by the Listing Rules or the ASX;

• (b) the Company must refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period for any Restricted Securities except as permitted by the Listing Rules or the ASX; and

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• (c) during a breach of the Listing Rules relating to Restricted Securities, or a breach of a restriction agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

13. Proportional takeover bids

13.1 Definitions

In this clause 13:

Approving resolution has the same meaning as in section 648D of the Act;

Approving resolution deadline has the same meaning as in section 648D of the Act;

Associate has the meaning specified in section 9 of the Act for the purposes of Chapter 6 of the Act; and

Proportional takeover bid has the meaning specified in section 9 of the Act.

13.2 Prohibition on registration of transfer unless takeover scheme approved

Where an offer has been made under a proportional takeover bid in respect of Shares included in a class of Shares in the Company, registration of a transfer to effect a contract resulting from the acceptance of an offer made under the proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed in accordance with this Constitution.

13.3 Approving resolution

An approving resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on that resolution under the Act.

13.4 Entitlement to vote on approving resolution

A person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held Shares included in that class is entitled to vote on an approving resolution and, for the purposes of so voting, is entitled to 1 vote for each of those Shares.

13.5 Bidder and associates not entitled to vote

The bidder or an associate of the bidder is not entitled to vote on an approving resolution.

13.6 Approving resolution passed

An approving resolution is taken to have been passed if the proportion which the number of votes in favour of the resolution bears to the total number of votes on the Resolution is greater than 50%, and otherwise is taken to have been rejected.

13.7 General meeting provisions to apply

The provisions of this Constitution which apply to a general meeting of the Company apply, with any modifications as the circumstances require, to a meeting convened under this clause and apply as if that meeting were a general meeting of the Company.

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13.8 Meeting to be held before approving resolution deadline

Where takeover offers have been made under a proportional takeover bid, then the Directors of the Company must ensure that a Resolution to approve the proportional takeover bid is voted on in accordance with this clause before the approving resolution deadline in relation to the proportional takeover bid.

13.9 Notice as to whether approving resolution is passed

Where a resolution to approve a proportional takeover bid is voted on in accordance with this clause, before the approving resolution deadline in relation to the proportional takeover bid, the Company must, on or before the approving resolution deadline:

• (a) give to the bidder; and

• (b) serve on the Home Branch;

a written notice stating that a resolution to approve the proportional takeover bid has been voted on and that the resolution has been passed, or has been rejected, as the case may be.

13.10 Approving resolution deemed to have been passed

Where, as at the end of the day before the approving resolution deadline in relation to a proportional takeover bid under which offers have been made, no Resolution to approve the proportional takeover bid has been voted on in accordance with this clause, then a resolution to approve the proportional takeover bid is, for the purposes of this clause, deemed to have been passed in accordance with this clause.

13.11 Effect of this clause

This clause ceases to have effect on the third anniversary of the later of the date of its adoption or of its most recent renewal.

14. Unmarketable parcels

14.1 Definitions

In this clause:

Effective Date means the date immediately following the expiry of the period referred to in the notice given by the Company to Unmarketable Parcel Holders in accordance with this clause;

Marketable Parcel means a number of Shares equal to a marketable parcel as defined in the Listing Rules, calculated on the day before the Company gives notice under clause 14.2;

Unmarketable Parcel means a number of Shares which is less than a Marketable Parcel;

Unmarketable Parcel Holder means a Member holding an Unmarketable Parcel.

14.2 Notice to Unmarketable Parcel Holder

The Company may give written notice to an Unmarketable Parcel Holder advising of the Company’s intention to sell its Unmarketable Parcel under this clause, unless the Unmarketable Parcel Holder, within 6 weeks from the date the notice is sent by the Company, gives written notice to the Company

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that it wishes to retain its Shares in which case the provisions of this clause will not apply to the Shares held by that Unmarketable Parcel Holder.

14.3 Revocation or withdrawal of notice

If an Unmarketable Parcel Holder has given written notice to the Company that it wishes its Shares to be exempted from this clause, it may at any time before the Effective Date revoke or withdraw that notice and the provisions of this clause will then apply to the Shares held by that Unmarketable Parcel Holder.

14.4 Sale of Unmarketable Parcels

Subject to clause 14.2, on and from the Effective Date, the Company may sell or otherwise dispose of the Shares held by each Unmarketable Parcel Holder on any terms and in that manner and at those times which the Directors determine. For the purpose of selling or disposing of those Shares, each Unmarketable Parcel Holder irrevocably:

• (a) appoints the Company as its agent to sell all the Shares it holds;

• (b) appoints the Company and each Director and Secretary from time to time jointly and severally as its attorney in its name and on its behalf to effect a transfer document for its Shares and to otherwise act to effect a transfer of its Shares; and

• (c) appoints the Company as its agent to deal with the proceeds of sale of those Shares in accordance with this clause.

14.5 Company to pay all costs

The Company will pay all costs and expenses of the sale and disposal of Unmarketable Parcels under this clause.

14.6 Title of purchaser of Unmarketable Parcel

Once the name of the purchaser of the Shares sold or disposed of in accordance with this clause is entered in the Register for those Shares, the title of the purchaser to those Shares is not affected by any irregularity or invalidity in connection with the sale or disposal of those Shares and the validity of the sale may not be impeached by any person.

14.7 Remedy of Unmarketable Parcel Holder

The remedy of any Unmarketable Parcel Holder who is aggrieved by the sale or disposal of its Shares under this clause is limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

14.8 Evidence of sale in accordance with this clause

A written statement declaring that the person making the statement is a Director or Secretary of the Company and that the Shares of an Unmarketable Parcel Holder have been dealt with in accordance with this clause, is conclusive evidence of the facts stated in the statement as against all persons claiming to be entitled to those Shares.

14.9 Receipt of proceeds of sale

The Company’s receipt of the sale proceeds of the Shares of an Unmarketable Parcel Holder is a good discharge to the purchaser of all liability in respect of the purchase of those Shares and the purchaser will not be bound to see to the application of the money paid as consideration.

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14.10 Company to deal with proceeds of sale

The Company will receive the proceeds of sale of the Shares of each Unmarketable Parcel Holder and will deal with those proceeds as follows. It must:

• (a) pay the proceeds into a separate bank account which it opens and maintains for that purpose;

• (b) hold the proceeds in trust for the Unmarketable Parcel Holder;

• (c) immediately it receives the proceeds, notify the Unmarketable Parcel Holder in writing of the receipt and that the proceeds are being held by the Company pending receipt of the share certificate (if any) for those Shares sold or disposed of or, if those certificates have been lost or destroyed, a statement and undertaking in accordance with the Act, and seeking instructions from the Unmarketable Parcel Holder as to how the proceeds are to be dealt with;

• (d) deal with the sale proceeds as instructed by the Unmarketable Parcel Holder on whose behalf they are held if the Member provides the Company with the certificate (if any) for those Shares or, if that certificate has been lost or destroyed, a statement and undertaking in accordance with the Act; and

• (e) if the whereabouts of the Unmarketable Parcel Holder are unknown or no instructions are received from the Unmarketable Parcel Holder within 2 years of the proceeds being received by the Company, deal with those proceeds according to the applicable laws dealing with unclaimed moneys.

14.11 Overriding effect of this clause

Subject to clauses 1.7 and 14.12, the provisions of this clause 14 have effect despite any other provision of this Constitution.

14.12 Clause ceases to have effect following announcement of takeover bid

This clause 14 ceases to have effect following the announcement of a takeover bid but, despite clause 14.13, the procedures set out in this clause may be started again after the close of the offers made under the takeover bid.

14.13 Clause may be invoked only once in any 12 Month period

The provisions of this clause may be invoked only once in any 12 Month period.

15. General meetings

15.1 Annual general meetings

Annual general meetings of the Company must be held in accordance with the Act and the Listing Rules. The business of an annual general meeting may include:

• (a) receiving and considering the statement of financial performance and statement of financial position and the reports of the Directors and of the auditors and the statement of the Directors;

• (b) electing Directors;

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(c) appointing the auditor; and

• (d) fixing the remuneration of the auditor;

whether or not this is stated in the notice of meeting.

15.2 General meetings

• (a) The Directors may convene a general meeting of the Company whenever they think fit.

• (b) A Director may call a meeting of the Members.

15.3 Members may requisition meeting

Members may requisition the holding of a general meeting in accordance with the Act and the Directors must convene a general meeting in accordance with the time limits under the Act.

15.4 Notice of general meeting

Notice of every annual general meeting, general meeting or meeting of any class of Members must be given in the manner provided by this Constitution and the Act to the Members and those persons who are otherwise entitled under this Constitution to receive notices.

15.5 Contents of notice of general meeting

Every notice convening a general meeting must include or be accompanied by all information required by the Act and the Listing Rules and must at least:

• (a) set out the place, the day and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this);

• (b) subject to clause 15.1, state the general nature of the business to be transacted at the meeting and any Special Resolution to be proposed;

• (c) include a statement that:

• (i) a Member entitled to attend and vote is entitled to appoint a proxy;

• (ii) a proxy need not be a Member; and

• (iii) a Member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• (d) be accompanied by an instrument of proxy in the form described in this Constitution or in any other form as the Directors may from time to time prescribe or accept;

• (e) include information about how instruments of proxy can be delivered to the Company; and

• (f) if required by the Listing Rules, include a voting exclusion statement.

15.6 Omission to give notice

Except as prescribed by the Act, the accidental omission to give notice of a meeting to any Member or the non-receipt of notice of a meeting by any Member does not invalidate any of the proceedings at that meeting.

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15.7 Changes to general meeting

The Directors may change the venue for, and postpone or cancel a general meeting if they consider that the meeting has become unnecessary, or that a postponement is in the interests of Members, or that the venue would be unreasonable or impractical, or a change is otherwise necessary to conduct the meeting efficiently. However, a meeting called to comply with a Members’ requisition may not be postponed or cancelled unless those who requisitioned the meeting first consent in writing.

16. Proceedings at general meeting

16.1 Member deemed to be present

A Member may attend a general meeting at which it is entitled to be present, and is deemed to be present, in any of the following ways:

• (a) in person;

• (b) by attorney;

• (c) by proxy;

• (d) in the case of a Member which is a body corporate, by a representative appointed under section 250D of the Act.

16.2 Attorney of Member

Any Member may appoint an attorney to act on its behalf at all meetings of the Company or all meetings of the Company during a specified period. Before the first meeting at which the attorney acts on the Member’s behalf, the power of attorney validly appointing the attorney must be deposited at the Office or at any place specified in the notice convening that meeting.

16.3 Representative of body corporate

Any Member being a body corporate may, in accordance with the Act, by Resolution of its Directors authorise any person to act as its representative at any meeting. That representative is then entitled to exercise the same powers as the body corporate appointing the representative could have exercised as a Member, if it were a natural person.

16.4 Quorum for general meeting

No business may be transacted at any general meeting unless a quorum is present at the start of the business. A quorum is 3 Members who are present.

16.5 No quorum

If a quorum is not present within 30 minutes after the time appointed for the meeting;

• (a) any meeting convened on a requisition of Members is dissolved;

• (b) any other meeting stands adjourned to the same day in the next week at the same time and place or to any other day, time and place as the Directors may appoint by notice to the Members. If at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, then those Members who are present in person are deemed to be a quorum and may transact the business for which the meeting was called.

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16.6 Chairperson of general meeting

• (a) The chairperson of the Directors, or, in the chairperson’s absence, the deputy chairperson (if any) will be entitled to take the chair at every general meeting. If there is no chairperson or if at any meeting the chairperson is not present within 30 minutes after the time appointed for holding the meeting or if the chairperson is unwilling to act, the Directors present may choose a chairperson. If the Directors do not choose a chairperson, the Members present must choose 1 of the Directors to be chairperson, and if no Director is present or willing to take the chair, the Members must choose 1 of the Members to be chairperson.

• (b) The chairperson may, in the case of a conflict of interest or otherwise in his or her discretion, appoint someone else (who need not be a Director) to chair one or more items of business or resolutions at a general meeting. While acting as chair the appointee may exercise all of the chairperson’s powers and discretions. The chairperson resumes the chair after the appointment concludes.

16.7 Powers of chairperson

• (a) The chairperson is responsible for the general conduct of and procedures at the general meeting.

• (b) The chairperson’s decisions about general conduct and procedures is final.

• (c) At any general meeting, if:

• (i) the chairperson declares that a Resolution or Special Resolution has been carried, or carried by a particular majority, or not carried; and

• (ii) an entry to that effect is recorded in the minutes of proceedings of the Company

• that declaration is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against that Resolution or Special Resolution.

16.8 Adjournment of general meeting

The chairperson of a general meeting may adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

16.9 Notice of adjourned meeting

If any general meeting is adjourned for more than 1 Month, Members must be given notice of the adjournment in the same manner in which notice was, or ought to have been, given of the original meeting.

16.10 Director entitled to attend and speak

Each Director is entitled to attend and speak at all general meetings.

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17. Voting

17.1 Resolution determined by majority

At a general meeting all Resolutions submitted to the meeting will be decided by a simple majority of votes except where a greater majority is required by this Constitution, the Act or the Listing Rules.

17.2 Casting vote of chairperson

If an equal number of votes occurs on a show of hands or on a poll, the chairperson does not have a casting vote in addition to any votes to which the chairperson may be entitled as a Member, proxy, attorney or representative.

17.3 Method of voting

Every Resolution submitted to the meeting, in the first instance, will be determined by a show of hands unless a poll is demanded under clause 17.4 or the Act either before or on the declaration of the result of the vote on a show of hands.

17.4 Demand for poll

A poll may be demanded on any Resolution by:

• (a) the chairperson;

• (b) at least 5 Members who are present; or

• (c) any 1 or more Members who are present, holding Shares conferring not less than 5% of the total voting rights of all Members having the right to vote on the Resolution.

17.5 Conducting a poll

• (a) The chairperson will decide in each case the manner in which a poll is taken.

• (b) In every case the chairperson must ascertain the number of votes attaching to Shares held or represented by persons voting in favour of a Resolution or Special Resolution and by those voting against the Resolution.

• (c) The chairperson will determine any dispute about admitting or rejecting a vote and that determination made in good faith will be final and conclusive.

17.6 Votes

Subject to this Constitution, the Listing Rules and the rights or restrictions on voting which may attach to or be imposed on any class of Shares:

• (a) on a show of hands every Member present (including each holder of preference Shares who has a right to vote) will have 1 vote; and

• (b) on a poll every Member present (including each holder of preference Shares who has a right to vote) will have 1 vote for each fully paid Share held by that Member and a fraction of a vote for each partly paid Share, equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) for that Share, ignoring any amounts paid in advance of a call.

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17.7 Votes by proxy

• (a) A Member who is entitled to attend and cast a vote at a general meeting of the Company may appoint not more than 2 other persons as that Member’s proxy or proxies to attend and vote at the meeting on that Member’s behalf.

• (b) If a Member appoints 1 proxy, that proxy may vote on a show of hands.

• (c) A proxy may demand or join in demanding a poll.

• (d) If a Member is present at any general meeting for which the Member has validly appointed a proxy to attend and vote for the Member:

• (i) the proxy’s authority to speak for the Member is suspended while the Member is present; and

• (ii) the proxy’s authority to vote for the Member on any resolution is not suspended while the Member is present but is revoked by the Member voting in person on that resolution.

• (e) A proxy may vote or abstain as he or she chooses except to the extent that an appointment of the proxy indicates the manner in which the proxy must vote on any resolution. The proxy may only vote or abstain on a poll or show of hands as instructed by proxy appointment.

17.8 Voting if call unpaid on Shares

• (a) Subject to any restrictions affecting the right of any Member or class of Members to attend any meeting, a Member holding Shares on which no calls or other moneys are due and payable to the Company is entitled;

• (i) to receive notices and to attend any general meeting; and

• (ii) to vote and be counted in a quorum,

• even though that Member has moneys then due and payable to the Company in respect of other Shares which that Member holds.

• (b) A Member may not vote at any general meeting in respect of those Shares it holds on which calls or other moneys are due and payable to the Company at the time of the meeting.

17.9 Voting by joint holders

• (a) Subject to clause 17.9(b), joint holders of Shares may vote at any meeting either personally or by proxy or by attorney or representative in respect of those Shares as if they were solely entitled to those Shares.

• (b) If more than 1 joint holder is present at any meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

• (c) Several legal personal representatives of a deceased Member will for the purpose of this clause be deemed to be joint holders of the Shares registered in the name of that Member.

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17.10 Voting by transmittee

A person entitled to transmission of a Share under clause 9 who, at least 48 hours before the time notified for a general meeting (or an adjourned meeting), satisfies the Board of its right to that Share, may vote at that general meeting in respect of that Share as if that person were registered as the holder of the Share.

17.11 Voting by Member of unsound mind

If a Member is of unsound mind, or is someone whose person or estate is liable to be dealt with under a law relating to mental health, that Member’s committee or trustee or other person who properly manages the Member’s estate may, if that person has at least 48 hours before the time notified for a general meeting (or an adjourned meeting) satisfied the Board of its relationship to the Member or the Member’s estate, exercise the Member’s rights in respect of the general meeting as if the committee, trustee or other person were the Member.

17.12 Voting exclusions

If:

• (a) the Listing Rules so require; or

• (b) to ensure that a Resolution or Special Resolution on which the Act requires that particular persons do not cast a vote so that the resolution has a specified effect under the Act; and

• (c) the notice of a general meeting includes any voting exclusion statement specifying that, in relation to particular business to be considered at that general meeting, votes cast by particular persons (whether specified by name or description of particular classes of persons) are to be disregarded by the Company,

the Company must not take into account, in determining the votes cast on a resolution relating to that business (whether a Special Resolution or an ordinary Resolution) or for any other purpose, any vote cast or purported to be cast by or on behalf of any of those persons (whether on a show of hands or on a poll) in relation to that resolution except to the extent that the Listing Rules or the Act (as applicable) permit.

17.13 Ruling on entitlements and votes

• (a) An objection raised with the chairperson of a general meeting as to:

• (i) whether a purported voter is qualified; or

• (ii) whether the admission or rejection of a vote by any person present and entitled (or claiming to be entitled) to vote should be admitted or rejected

may only be made at the general meeting or adjourned meeting at which the purported voter wishes to vote or the vote objected to is given or tendered.

• (b) In relation to that objection:

• (i) the decision of the chairperson is final and conclusive; and

• (ii) a vote not disallowed as a result is valid and effective for all purposes.

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18. Proxies

18.1 Instrument appointing proxy

The instrument appointing a proxy must be in writing and signed by the appointor or the appointor’s attorney duly authorised in writing, or, if the appointor is a body corporate, by its corporate representative or in accordance with the Act.

18.2 Deposit of proxy with Company

The instrument appointing a proxy and the original power of attorney (if any) under which it is signed, or a certified copy of the power of attorney:

• (a) must be received by the Company at least 48 hours before the time for holding the meeting; and

• (b) may be:

• (i) delivered to the Office; or

• (ii) sent by facsimile received at the Office or at any other place, fax number or electronic address specified for the purpose in the notice of meeting; or

• (iii) otherwise received by any other means permissible under section 250B of the Act.

18.3 Validity of vote given in accordance with proxy

Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy voted:

• (a) the Member dies;

• (b) the Member is mentally incapacitated;

• (c) the Member revokes the proxy’s appointment;

• (d) the Member revokes the authority under which the proxy was appointed by a third party; or

• (e) the Member transfers the Share for which the proxy was given.

18.4 Form of proxy

• (a) Every instrument of proxy must specify the Member’s name and address, the Company’s name, the proxy’s name or the name of the office held by the proxy and the meetings at which the proxy may be used, and must otherwise comply with the provisions of section 250A of the Act. An appointment of proxy may be a standing one.

• (b) The instrument of proxy may specify the manner in which the proxy is to vote in respect of each of the resolutions to be proposed.

• (c) The instrument of proxy may specify the proportion or number of votes which the proxy may exercise.

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• (d) Any instrument of proxy deposited in accordance with this Constitution which does not name the appointee will be deemed to be given in favour of the chairperson of the meeting to which it relates.

19. Directors

19.1 Number of Directors

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

19.2 No Share qualification

A Director need not hold any Shares in the Company.

19.3 Election of Directors by Company

Subject to clauses 19.4 and 19.6, Directors must be elected by Resolution of the Company in general meeting.

19.4 Directors may fill casual vacancies or appoint additional Directors

• (a) Despite clause 19.3 and subject to clause 19.6, the Directors have power at any time and from time to time to appoint any other person as a Director either to fill a casual vacancy or as an addition to the Board but the total number of Directors must not at any time exceed the maximum number for the time being fixed by or under this Constitution.

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

19.5 Eligibility for election as a Director

Subject to clause 19.6, except where a Director retires from the Board under this Constitution or a person is recommended for appointment by the Board, a person is only eligible for appointment as a Director by Resolution of the Company in general meeting, where the Company receives at its Office at least 30 business days before the relevant general meeting both:

• (a) a nomination of the person by a Member; and

• (b) a consent to that nomination signed by the person nominated for election as a Director.

19.6 [Deleted]

19.6A Nominations by Mitsui Group

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

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

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

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

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

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

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

• (c) pursuant to:

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

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

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

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

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

• (b) The Mitsui Group may:

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

• (ii) in circumstances where a Mitsui Group Nominee nominated under clause 19.6A(a)(i)(B) is due to retire by rotation under clause 20.1 ( Mitsui Incumbent Non — Associated Nominee ), propose a new nominee under clause 19.6A(a)(i)(B) (provided the requirements of that clause continue to apply at the

29

  - time of the proposed new nomination) and if such a nomination is made, the Mitsui Incumbent Non — Associated Nominee will not be eligible to offer him or herself for re-election.

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

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

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

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

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

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

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

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

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

19.7 Alternate Director

Subject to the provisions of the Act and the Listing Rules, each Director may from time to time appoint a person (whether or not a Member) to act as an alternate Director in his or her place during any period the relevant Director thinks fit, if a majority of the other Directors approve. Where a Director who is not ordinarily resident in Australia proposes to appoint a person as an alternate Director under this clause, the Directors must approve that appointment unless the Directors reasonably believe that they would be in breach of their fiduciary or statutory duties as Directors in approving such an appointment. The following provisions apply to any alternate Director:

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• (a) that Director may be removed or suspended from office by written notice to the Company from the Director who appointed the alternate;

• (b) that Director is entitled to receive notice of Board meetings, to attend meetings (if the appointing Director is not present) and to be counted towards a quorum at meetings;

• (c) that Director is entitled to vote at meetings he or she attends on all Resolutions on which the appointor could vote had that appointor attended and, where that Director is a Director in his or her own right, he or she has a separate vote on behalf of the Director who is represented in addition to his or her own vote;

• (d) that Director may exercise any powers that the appointor may exercise in the appointor’s own right where the appointor is unavailable for any reason except the power to appoint an alternate Director. The action of an alternate Director will be conclusive evidence as against third parties of the unavailability of the appointor;

• (e) that Director automatically vacates office if the appointing Director is removed or otherwise ceases to hold office for any reason other than where a person retires and is re-elected as a Director at the same meeting of members as the retirement occurs;

• (f) that Director, whilst acting as a Director, is responsible to the Company for his or her own acts and defaults and is not deemed to be the appointing Director’s agent;

• (g) that Director is not entitled to receive any remuneration from the Company but is entitled to reimbursement for reasonable travelling and other expenses incurred in attending Board meetings or otherwise on the Company’s business;

• (h) that Director is not to be taken into account in determining the number of Directors for the purposes of this Constitution; and

• (i) that Director may act as an alternate for more than 1 Director.

19.8 Auditor cannot be Director

No auditor of the Company or partner or employee or employer of an auditor can be appointed as a Director or an alternate Director of the Company.

20. Director’s tenure of office

20.1 Directors’ tenure of office

• (a) Subject to the Act, the Listing Rules and this Constitution and clause 20.1(b), a Director must retire from office or seek re-election by no later than the third annual general meeting following his or her appointment or election or 3 years, whichever is longer.

• (b) This clause does not apply to the managing director. If there is more than 1 managing director, only the first appointed does not have to comply with the requirement to relinquish office as set out in this clause.

20.2 Retirement by rotation

• (a) Unless otherwise determined by a Resolution of the Company, while the Company is admitted to the Official List, at least one Director must retire from office at each annual general meeting unless there has been an election of Directors earlier that year.

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• (b) If no Director is required to retire at an annual general meeting under clause 19.4(b) or clause 20.1(a), then the Director to retire under clause 20.2(a) will be the one who has been longest in office since his or her last election.

• (c) As between those who became Directors on the same day, those to retire will, unless they otherwise agree among themselves, be determined by lot.

• (d) A retiring Director may act as a Director throughout the meeting at which he or she retires and at any adjournment.

• (e) This clause does not apply to the managing director. If there is more than 1 managing director, only the first appointed does not have to comply with the requirement to relinquish office as set out in this clause.

20.3 Retiring Director eligible for re-election

Subject to clause 19.6(b)(ii), a Director who retires or whose office is vacated under this Constitution will be eligible for election or re-election to the Board.

20.4 Removal of Director by the Company

The Company may by Resolution remove any Director at any time.

20.5 Vacation of office

• (a) The office of a Director will be automatically vacated if the Director:

• (i) is declared bankrupt;

• (ii) becomes of unsound mind or a person whose person or estate is liable to be dealt with under the laws relating to mental health;

• (iii) is prohibited from being a Director in accordance with any of the provisions of the Listing Rules, the Act or any order made under the Act or the Director’s office is vacated;

• (iv) resigns by giving the Company written notice;

• (v) either personally or by an alternate Director, fails to attend Board meetings for a continuous period of 6 Months without leave of absence from the Board; or

• (vi) is an executive director under an employment or services agreement with the Company and that agreement terminates, unless the Board determines otherwise.

• (b) A Director whose office is vacated under paragraphs (i), (ii) or (iii) will not be eligible for re-election until the disability (or disabilities) referred to is (or are) removed.

21. Director’s remuneration

21.1 Remuneration for non-executive Directors

• (a) Subject to clause 21.3 and the Listing Rules, the Company in general meeting may from time to time determine the maximum aggregate cash remuneration ( Remuneration ) to be

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• paid to the Directors for services rendered as Directors. Until a different amount is determined, the Remuneration is $1,000,000 per annum.

• (b) The Directors may divide the Remuneration among themselves in any proportions and in any manner as they may from time to time determine.

• (c) If the Directors do not or are unable to agree as to the apportionment of the Remuneration, it will be divided among them equally.

• (d) The Remuneration:

• (i) accrues from day to day;

• (ii) includes any superannuation payments;

• (iii) excludes any indemnities and insurance premiums paid in accordance with this Constitution; and

• (iv) excludes any remuneration payable to any Director under any executive service contract with the Company or a Related Body Corporate.

21.2 Additional remuneration for extra services

If any Director performs extra services or makes special exertions (at the Board’s request), such as going or living abroad, serving on any Board committee, or otherwise for any Company purpose, the Company may remunerate that Director by paying for those services and exertions. This payment may be either in addition to or in place of any remuneration determined under clause 21.1.

21.3 Remuneration to be in accordance with Listing Rules

Remuneration payable to Directors must comply with the Listing Rules and in particular:

• (a) fees payable to non-executive directors must be by way of a fixed sum, and not by way of a commission on or a percentage of profits or operating revenue;

• (b) the remuneration payable to executive Directors must not include a commission on or a percentage of operating revenue; and

• (c) the total directors’ fees payable to Directors must not be increased without the Members in general meeting first giving their approval.

21.4 Expenses of Directors

In addition to any remuneration, the Company must also pay Directors all travelling and other expenses they incur in attending and returning from Directors’ meetings, any committee of the Directors or any Company general meetings or otherwise in connection with the Company’s business.

22. Director’s contracts

22.1 Directors not disqualified from holding office or contracting with Company

Except as otherwise provided in the Act or the Listing Rules:

• (a) no Director will be disqualified by virtue of being a Director from holding any office or place of profit (other than as auditor) with the Company or with any company promoted by

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the Company or with any corporation in which the Company is a member or which is a Member of the Company or in which the Company is otherwise interested;

• (b) no Director will be disqualified by virtue of being a Director from contracting with the Company (whether as vendor, purchaser or otherwise);

• (c) no contract referred to in this clause 22 or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested can be avoided and no Director will be liable to account to the Company for any profit arising from that contract or arrangement or from any office referred to in this clause 22.1 by reason only of that Director holding that office or of the Director’s fiduciary relationship with the Company.

22.2 Director can act in professional capacity

Subject to the Act and the Listing Rules, a Director or a Director’s firm may act in a professional capacity (other than as auditor) for the Company and that Director or that Director’s firm is entitled to remuneration for professional services as if the relevant Director were not a Director.

22.3 Director not to vote on contract in which the Director has a material personal interest

Subject to the Act and the Listing Rules, neither a Director nor his or her alternate may vote at any Board meeting about any contract or arrangement in which the Director has, whether directly or indirectly, a material personal interest. However, that Director may execute or otherwise act in respect of that contract or arrangement.

22.4 Directors to declare interest

• (a) Any Director who has a material personal interest in a matter that relates to the Company’s affairs must give the other Directors notice of that interest, unless the interest is of a type referred to in section 191(2)(a) of the Act, or all of the conditions referred to in section 191(2) (c) of the Act are satisfied.

• (b) The Director must declare the nature and extent of the Director’s interest and the relation of the interest to the Company’s affairs at a Directors’ meeting as soon as possible after the Director becomes aware of his or her interest in the matter.

• (c) A Director who has an interest in a matter may give a standing notice to the other Directors of the nature and extent of that Director’s interest in the matter in accordance with section 192 of the Act.

22.5 Directors to declare potential conflicts

Any Director who holds any office or possesses any property whereby the holding or possession might (whether directly or indirectly) create conflicting duties or interests with those as a Company Director must declare the fact of holding that office or possessing that property, and the nature and extent of any conflict, at the first Directors’ meeting held after he or she becomes a Director or (if already a Director) at the first Director’s meeting held after he or she becomes aware of the relevant facts.

22.6 Secretary to record declarations of Directors

The Secretary must record in the minutes of the meeting any declarations made or notices given by a Director under this Constitution.

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23. Powers of Directors

23.1 Powers of Directors

Subject to the Act and to any provision of this Constitution, the Directors will manage, or cause the management of, the business of the Company. The Directors may pay, or cause to be paid, all expenses incurred in promoting and forming the Company and may exercise, or cause to be exercised, all powers of the Company that are not, by the Act or by this Constitution, required to be exercised by the Company in general meeting.

23.2 Powers to borrow or raise money

Without limiting the generality of the previous clause, the Directors may from time to time at their discretion borrow or raise any sum or sums of money or obtain other financial accommodation for Company purposes and may grant security for the repayment of that sum or sums or the payment, performance or fulfilment of any debts, liabilities, contracts or obligations incurred or undertaken by the Company in any manner and on any terms and conditions as they think fit and in particular by the issue or re-issue of bonds, perpetual or redeemable debentures or any mortgage, charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future) including its uncalled or unpaid capital for the time being.

23.3 Directors may vote shares in other corporations

Subject to the Act and the Listing Rules, the Directors may exercise the voting power conferred by the shares in any corporation held by the Company in any manner they think fit, including in circumstances where a Director may be interested in the exercise, such as an exercise in favour of any Resolution appointing a Director as an officer of a corporation or voting or providing for the payment of remuneration to officers of the other corporation.

23.4 Agent or attorney

• (a) The Directors may at any time appoint any person or persons to be a Company agent or attorney for any purpose and with any powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for any period and subject to any conditions as the Directors think fit.

• (b) Any appointment may be made in favour of:

• (i) any company; or

• (ii) the members, directors, nominees or managers of any company or firm; or

• (iii) any fluctuating body of persons (whether nominated by the Directors or otherwise).

• (c) Any document appointing an agent or power of attorney may provide for the protection or convenience of the agent or attorney and of persons dealing with the agent or attorney as the Directors may think fit.

23.5 Sub-delegation of powers

The Directors may authorise any agent or attorney they have appointed to sub-delegate all or any of the powers, authorities and discretions vested in them for the time being.

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24. Executive directors

24.1 Managing director

The Directors may at any time appoint 1 or more Directors to be the managing director or to any other executive office for any period and on any terms they think fit. Subject to the terms of any agreement entered into in any particular case, the Directors may revoke that appointment. An appointment automatically terminates if the appointee ceases to be a Director. If the appointee ceases to be the managing director, that person will also automatically cease to be a Director unless the Board determines otherwise.

24.2 Directors may confer powers on executive directors

The Directors may confer on a managing director or other executive director any of the powers exercisable by the Directors on those terms and conditions and with any restrictions as they think fit. Any powers so conferred may be concurrent with or to the exclusion of their own powers. The Directors may at any time revoke, withdraw, alter or vary all or any of those powers.

24.3 Remuneration of executive directors

Subject to the Listing Rules and the terms of any agreement entered into with any executive director, the Board may fix the remuneration of each executive director which may comprise salary or commission on or participation in profits of the Company, but may not comprise commission on, or a percentage of, operating revenue.

25. Proceedings of Directors

25.1 Board meetings

The Directors may meet either:

• (a) in person;

• (b) by telephone;

• (c) by audiovisual linkup; or

• (d) by any other instantaneous communications medium for conferring;

for dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.

25.2 Director to be regarded as present at meeting

A Director is regarded as present at a meeting where the meeting is conducted by telephone, audiovisual linkup or other instantaneous communications medium for conferring, if the Director is able to hear, and to be heard by, all others attending the meeting.

25.3 Place of meeting

A meeting conducted by telephone, audiovisual linkup or other instantaneous communications medium for conferring, will be deemed to be held at the place agreed on by the Directors attending that meeting, provided that at least 1 of the Directors present at the meeting was at that place for the duration of the meeting. Meetings may be held outside Australia.

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25.4 Convening of Directors meeting

A Director may at any time, and the Secretary on the request of a Director must, convene a meeting of Directors.

25.5 Notice of meeting

Notice of every meeting of Directors must be given to each Director, but failure to give or receive that notice will not invalidate any meeting.

25.6 Directors may act notwithstanding vacancy

The Directors may act despite there being a vacancy on the Board, but if and so long as their number is below the number required for a quorum, they must not act except in an emergency or to fill a vacancy or to summon a general meeting.

25.7 Quorum for Board meetings

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

25.8 Meeting competent to exercise all powers

A Directors’ meeting at which a quorum is present will be competent to exercise all or any of the powers and discretions vested in or exercisable by the Directors generally.

25.9 Chairperson of Board meetings

The Directors may elect a chairperson and deputy chairperson of their meetings and determine the periods for which they are to hold office. If no chairperson or deputy chairperson is elected or if at any meeting neither the chairperson nor the deputy chairperson is present at the time appointed for the meeting, the Directors present at the meeting may choose 1 of the Directors present to be chairperson of the meeting.

25.10 Documents tabled at meeting

An original document, or a photocopy, facsimile or electronic copy of that document, which is in the possession of, or has been seen by, all Directors attending the Directors’ meeting before, or at the time of, that meeting, is deemed to be a document tabled at that meeting.

25.11 Questions to be decided by majority

Questions arising at any Board meeting will be decided by a majority of votes of Directors present and voting. Subject to the Listing Rules, if the votes cast are equal, the chairperson will have a second or casting vote, but not so where there are only 2 Directors present who are competent to vote on the question at issue.

25.12 Resolution in writing

• (a) A Resolution in writing of which notice has been given to all Directors for the time being entitled to receive notice of that meeting and which is signed by a majority of Directors for the time being entitled to attend and vote at Directors’ meetings will be as valid and effectual as if it had been passed at a Directors’ meeting duly convened and held.

• (b) That Resolution may consist of several documents in like form each signed by 1 or more of the Directors.

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• (c) For the purposes of this clause:

• (i) the signature of an alternate Director will be as effective as, and may be substituted for, the signature of an appointing Director; and

• (ii) a signature will be valid if it is transmitted by facsimile, e-mail, or other generally accepted technology.

• (d) The effective date of that Resolution is the date on which the document or any of the counterpart documents was last signed.

25.13 Resolution passed deemed to be determination of Board

Any Resolution properly passed at a duly convened Directors’ meeting at which a quorum is present will be deemed to be a determination by all the Directors or the Board for the purposes of this Constitution.

25.14 Committee powers and meetings

• (a) The Directors may delegate any of their powers to a committee of Directors, a sole Director and/or other persons as they think fit and may revoke that delegation.

• (b) Any committee can exercise the powers delegated to it in accordance with any directions that may from time to time be imposed on it by the Board.

• (c) The meetings and proceedings of any committee consisting of 2 or more Directors will be governed by the provisions of this Constitution regulating the meetings and proceedings of the Directors so far as they are applicable and are not superseded by any direction made by the Board under this clause.

25.15 Validity of acts of Directors

All acts done by any Directors’ meeting or by a committee of the Directors or by any person acting as a Director will be valid even it is discovered afterwards that there was some defect in the appointment or election of that Director or person acting as a Director or that any Director was disqualified or had vacated office or was otherwise not entitled to vote or act.

26. Secretary

A Secretary or Secretaries of the Company must be appointed by the Directors in accordance with the Act. The Directors may also appoint acting and assistant Secretaries. Those appointments may be for any term, at any remuneration and on any conditions as the Directors think fit and any person so appointed may be removed by the Directors.

27. Minutes and registers to be kept

27.1 Minutes

The Directors must cause to be entered in minute books of the Company within 1 Month of the relevant meeting, minutes containing details of:

• (a) the names of the Directors present at each Directors’ meeting and meeting of any committee of Directors;

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• (b) all declarations made or notices given by any Director (either generally or specifically) of its interest in any contract or proposed contract or of its holding of any office or property whereby any conflict of duty or interest may arise; and

• (c) all Resolutions and proceedings of general meetings of the Company, Directors’ meetings and meetings of any committee of the Directors.

27.2 Minutes to be signed by chairperson

Any minutes of any general meetings of the Company, Directors’ meeting or meetings of any committee of the Directors must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting and once signed will constitute prima facie evidence of the matters stated in the minutes.

27.3 Registers

The Directors must cause the Company to keep:

• (a) a register of Members and other registers required under the Act; and

• (b) any other registers or sub-registers required by the Listing Rules or Settlement Rules.

28. Reserves

28.1 Reserves

Before declaring any dividends, the Directors may set aside out of the Company’s profits any sums they think proper as reserves to be applied to meet contingencies, to equalise dividends, to pay special dividends, to repair, improve or maintain any Company property or for any other purpose the Directors in their absolute discretion consider to be in the Company’s interests. Pending that application, the reserves may, at the Directors’ discretion, be used in the Company’s business or be invested as the Directors think fit (including the purchase of Shares of the Company). The Directors may deal with and vary these investments and dispose of all or any part for the Company’s benefit and may divide the reserves into special reserves as they think fit.

28.2 Carry forward of profits

The Directors may carry forward any profits they consider ought not to be distributed as dividends without transferring those profits to a reserve.

28.3 Revaluation of assets

Subject to the Act, the Directors may revalue any assets of the Company.

29. Dividends and Distributions

29.1 Power to determine and declare dividends vested in Directors

The power to determine that a dividend is payable and to declare dividends (including interim dividends) is vested in the Directors who may fix the amount and the timing for payment and the method of payment of any dividend in accordance with this Constitution.

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29.2 Apportionment of dividends

Subject to this Constitution, the Act, the Listing Rules and the rights of Members entitled to Shares with preferential, special or qualified rights as to dividend, dividends are to be apportioned and paid among the Members in proportion to the amounts paid up (not credited) on the Shares held by them. Any amount paid on a Share in advance of a call will be ignored when calculating the relevant proportion.

29.3 Dividends only payable out of profits

No dividend is payable except out of the Company’s profits. The declaration of the Directors as to the amount of the Company’s profits is conclusive.

29.4 Dividend payable by distribution of assets

• (a) The Directors when declaring a dividend may:

• (i) resolve that the dividend be paid wholly or partly by the distribution of specific assets including bonus Shares or other securities of the Company or any other corporation; and

• (ii) to the extent permitted by law, direct that the dividend be payable

  • (A) to particular Members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

  • (B) to the remaining Members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source

and may make that direction despite that by doing so the dividend will form part of the assessable income for taxation purposes of some Members and will not form part of the assessable income of others.

• (b) All matters concerning dividends including valuation of assets is determined by the Directors as they think expedient.

29.5 Distribution of securities

If the Company distributes to Members (either generally or to specific Members) securities in the Company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those Members appoints the Company as his or her agent to do anything needed to give effect to that distribution, including agreeing to become a Member of that other body corporate.

29.6 Dividends may be payable in foreign currency

• (a) Dividends will be declared in Australian currency.

• (b) The Directors may, if they think fit, determine that any dividend payable to some or all the Members will be paid in a currency or currencies other than Australian currency. For that purpose the Directors may at the time of declaration of the dividend stipulate a date on which they will determine the rate or rates at which the dividend will be converted into the other currency or currencies.

• (c) Payment in another currency or currencies of the amount of any dividend converted under this clause will be deemed as between the Company and all Members to be an adequate and proper payment of the amount of the dividend.

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29.7 No interest payable on dividends

Interest is not payable by the Company in respect of any dividend.

29.8 Directors may retain certain dividends

The Directors may retain the dividends payable on Shares to which any person is entitled to become a Member because of death, bankruptcy or other operation of law until that person or a nominated transferee becomes a Member in respect of the Shares.

29.9 Directors may deduct from dividends money payable to Company

The Directors may deduct from any dividend payable to a Member all sums of money presently payable by the Member to the Company on account of calls or otherwise.

29.10 Payment of dividends

• (a) Any dividend, interest or other moneys payable in respect of any Shares may be paid by cheque or by any other method of payment specified by the Directors.

• (b) Where the dividend, interest or other moneys payable in respect of Shares is paid by cheque, the cheque will be sent through the post to:

• (i) the registered address of the Member or person entitled or, in the case of joint holders, to the registered address of that holder whose name appears first on the Register in respect of the joint holding; or

• (ii) that person at that address as the holder or joint holders may in writing direct.

• (c) Every cheque will be made payable to the order of the person to whom it is sent and is at its risk.

29.11 Unclaimed dividends

Except as otherwise provided by law, all dividends unclaimed for 1 year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

29.12 Dividend Reinvestment Plans

The Directors may implement and in their discretion maintain, on terms and conditions determined by the Directors from time to time, dividend reinvestment plans (a Dividend Reinvestment Plan ) for cash dividends paid by the Company in relation to Shares in the capital of the Company to be reinvested by way of subscription for Shares or other securities to be issued and allotted by the Company. Participation in a Dividend Reinvestment Plan will be available to those Members who wish to participate in the Dividend Reinvestment Plan and are eligible to do so under the terms and conditions of the Dividend Reinvestment Plan.

29.13 Amendment of Dividend Reinvestment Plans

The Directors may vary, amend or suspend any terms or conditions of a Dividend Reinvestment Plan as and when they think fit in their discretion.

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30. Capitalising profits

30.1 Capitalising profits

The Directors may resolve to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts, arising from a revaluation or sale of assets, or otherwise available for distribution to Members. The sum capitalised will be applied for the benefit of Members (in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend) in one or both of the following ways:

• (a) in or towards paying up any amounts for the time being unpaid on any Shares held by those Members; or

• (b) in paying up in full or in part any unissued Shares or debentures of the Company to be allotted and distributed credited as fully paid to those Members.

30.2 Directors powers in relation to capitalisation of profits

In giving effect to any Resolution for capitalisation under clause 30.1, the Directors may:

• (a) appoint any person to make an agreement on behalf of the Members entitled to benefit from the Resolution where that agreement is required under the Act or is otherwise considered by the Directors to be desirable;

• (b) issue fractional certificates or make cash payments where Shares or debentures become issuable in fractions; and

• (c) otherwise provide for adjusting differences and settling any difficulty arising under the Resolution including a determination that fractions will be disregarded or that a fractional entitlement be increased to the next whole number.

31. Financial statements

31.1 Financial records

The Directors must cause financial and other records to be kept as required by the Act, the Listing Rules and this Constitution.

31.2 Financial statements to be audited

The financial statements of the Company for each Financial Year must be audited by the auditor in accordance with the Act.

31.3 Auditor

The auditor of the Company is to be appointed and removed from time to time in accordance with the Act.

32. Inspection of records

Subject to the Act, the Directors may determine whether and to what extent the documents and records of the Company will be open to inspection by any person. This clause does not limit the rights of a Director or former Director under the law.

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33. Notices

33.1 Service of notices by Company

A notice may be given by the Company to any Member in any one of the following ways:

• (a) personally, by giving it to the Member;

• (b) by leaving it addressed to the Member at the Member’s address;

• (c) by facsimile to the Member at the Member’s facsimile number;

• (d) by e-mail to the Member’s electronic address;

• (e) by post by sending it addressed to the Member at the Member’s address;

• (f) or otherwise by any method (including by advertisement) as the Directors may determine.

33.2 Electronic communications

Where the Company is required by the Act or this Constitution to:

• (a) give information in writing;

• (b) provide a signature;

• (c) produce a document;

• (d) record information; or

• (e) retain a document,

that requirement is taken to have been met if the Company uses an electronic communication or an electronic form of the relevant document, and the Company complies with any further requirements of the Electronic Transactions Act 1999 (Cth).

33.3 Notices to joint holders

A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder whose name appears first in the Register and that notice will be sufficient notice to all the joint holders.

33.4 Notice deemed to be served

• (a) Any notice by advertisement will be deemed to have been served on the day of publication of the newspaper containing the advertisement.

• (b) Any notice sent by post will be deemed to have been served on the day following the day on which the notice is posted.

• (c) A notice sent by facsimile or other electronic means will be deemed to have been served on the same day that it is sent.

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33.5 Service by post

A notice sent by post will be properly served if the notice was correctly addressed and was posted with the required postage. A certificate in writing signed by any manager, Secretary or other officer of the Company that the notice was so addressed and posted is conclusive evidence of proper service by post.

33.6 Notices to Members whose whereabouts unknown

Where:

• (a) the Company in good faith has reason to believe that a Member is not known at the address shown for that Member in the Register;

• (b) the Company has subsequently made an enquiry at that address as to the whereabouts of the Member; and

• (c) the enquiry either elicits no response or a response indicating that the Member’s present whereabouts are unknown,

all future notices will be deemed to be given to the Member if the notice is exhibited in the Office for a period (not including weekends and public holidays) of 48 hours and will be deemed to be duly served at the commencement of that period. This clause will apply unless and until the Member informs the Company that the Member has resumed residence at the Member’s address shown in the Register or notifies the Company of a new address to which the Company may send the Member notices (which new address is deemed to be the Member’s registered place of address).

33.7 Notices binding on transferees

Every person who becomes entitled to any Share by operation of law, transfer or otherwise will be bound by every notice in respect of the Share which, before that person’s name and address is entered on the Register, is duly given to the person from whom title to the Share is derived.

33.8 Notice to deceased or bankrupt Members

Any notice or document given to a Member will be deemed to have been duly given in respect of any Shares held solely or jointly by the Member despite the Member having died or becoming bankrupt and whether or not the Company has notice of the death or bankruptcy until some other person is registered in the Member’s stead as the holder or joint holder.

33.9 Signing notices

The signature to any notice to be given by the Company may be written, printed or provided by electronic means.

33.10 Counting days

Where a given number of days’ notice or notice extending over any other period is required to be given, the day on which notice is deemed to be given will not be counted in the number of days or other period.

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34. Winding up

34.1 Distribution of surplus assets

In a winding up, any assets available for distribution to Members will, subject to the rights of the holders of Shares issued on special terms and conditions, this Constitution, the Act and the Listing Rules, be distributed amongst the Members to return capital paid up on their Shares and distribute any surplus in proportion to the amount paid up (not credited) on Shares held by them.

34.2 Fee or commission paid to liquidator to be approved in general meeting

The Company must not pay any Director or liquidator any fee or commission on the sale or realisation of the whole or part of the Company’s undertaking or assets unless the Company in general meeting approves. The approval must by given at a meeting convened by notice specifying the fee or commission proposed to be paid.

34.3 Distribution in specie

If the Company is wound up (whether voluntarily or otherwise), the liquidator may;

• (a) with the approval of a Special Resolution, divide among the contributories in specie or kind any part of the assets of the Company;

• (b) with the approval of a Special Resolution, vest any part of the assets of the Company in trustees of trusts for the benefit of the contributories or any of them as the liquidator thinks fit; and

• (c) set the values it considers fair and reasonable on any property to be divided and determine how the division is to be carried out.

35. Indemnity and insurance

35.1 Indemnity

To the extent permitted by law:

• (a) the Company must indemnify each Director and Secretary and each former Director and Secretary, and may indemnify any other officer or former officer of the Company (as that term is defined in section 9 of the Act), against any liability (other than legal costs) incurred in acting as a Director, Secretary, or, where applicable, other officer of the Company other than:

• (i) a liability owed to the Company or a Related Body Corporate;

• (ii) a liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Act; or

• (iii) a liability that did not arise out of conduct in good faith;

• (b) the Company must indemnify each Director and Secretary and each former Director and Secretary who is or was, at the request of the Company, serving as a director or secretary of another company against any liability (other than legal costs) incurred in acting as a director or secretary of the other company other than:

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• (i) a liability owed to the other company or a Related Body Corporate;

• (ii) a liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Act; or

• (iii) a liability that did not arise out of conduct in good faith;

• (c) the Company must indemnify each Director and Secretary, and each former Director and Secretary, and may indemnify any other officer or former officer (as that term is defined in section 9 of the Act), for costs and expenses incurred by a Director, Secretary or, where applicable, other officer of the Company, in defending an action for a liability incurred in acting as a Director, Secretary or, where applicable, other officer of the Company, except for legal costs incurred:

• (i) in defending or resisting any proceedings, whether civil or criminal, in which the Director, Secretary or, where applicable, other officer of the Company, is found to have a liability for which they could not be indemnified under clause 35.1(a) above;

• (ii) in defending or resisting criminal proceedings in which the Director, Secretary or, where applicable, other officer of the Company, is found guilty;

• (iii) in defending or resisting proceedings brought by the ASIC or by a liquidator for a court order if the grounds for making the order are found by the court to have been established, except for costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before commencing proceedings for the court order; or

• (iv) in connection with proceedings for relief to the Director, Secretary or, where applicable, other officer of the Company, under the Act in which the relief is denied by the court;

• (d) the Company must indemnify each Director and Secretary and each former Director and Secretary who is or was, at the request of the Company, serving as a director or secretary of another company for costs and expenses incurred by the Director or Secretary in defending an action for a liability incurred in acting as a director or secretary of the other company, except for legal costs incurred:

• (i) in defending or resisting any proceedings, whether civil or criminal, in which the Director or Secretary is found to have a liability for which they could not be indemnified under clause 35.1(a) above;

• (ii) in defending or resisting criminal proceedings in which the Director or Secretary is found guilty;

• (iii) in defending or resisting proceedings brought by the ASIC or by a liquidator for a court order if the grounds for making the order are found by the court to have been established, except for costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before commencing proceedings for the court order; or

• (iv) in connection with proceedings for relief to the Director or Secretary under the Act in which the relief is denied by the court; and

• (e) the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by a Director, Secretary or, where

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applicable, other officer (as that term is defined in section 9 of the Act) of the Company, on the condition that the Director, Secretary or, where applicable, other officer of the Company, must repay the amount paid by the Company to the extent that the Company is ultimately found not liable to indemnify the Director, Secretary or, where applicable, other officer of the Company, for those legal costs.

35.2 Insurance

To the extent permitted by law the Company may pay, or agree to pay, a premium for a contract insuring a person who is or has been a Director, Secretary or other officer (as that term is defined in section 9 of the Act), of the Company or of a subsidiary of the Company, other than a liability arising out of:

• (a) conduct involving wilful breach of duty in relation to the Company; or

• (b) a contravention of section 182 or 183 of the Act.

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Exhibit 4.1

SIMS GROUP LIMITED

AND THE BANK OF NEW YORK As Depositary AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

Amended and Restated Deposit Agreement

Dated as of , 2008

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS	- 1 -
SECTION 1.01 American Depositary Shares	- 2 -
SECTION 1.02 Commission	- 2 -
SECTION 1.03 Company	- 2 -
SECTION 1.04 Custodian	- 2 -
SECTION 1.05 Deliver; Surrender	- 2 -
SECTION 1.06 Deposit Agreement	- 3 -
SECTION 1.07 Depositary; Corporate Trust Office	- 3 -
SECTION 1.08 Deposited Securities	- 3 -
SECTION 1.09 Dollars	- 4 -
SECTION 1.10 DTC	- 4 -
SECTION 1.11 Foreign Registrar	- 4 -
SECTION 1.12 Holder	- 4 -
SECTION 1.13 Owner	- 4 -
SECTION 1.14 Receipts	- 4 -
SECTION 1.15 Registrar	- 4 -
SECTION 1.16 Restricted Securities	- 4 -
SECTION 1.17 Securities Act of 1933	- 5 -
SECTION 1.18 Shares	- 5 -
ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF
AMERICAN DEPOSITARY SHARES	- 5 -
SECTION 2.01 Form of Receipts; Registration and Transferability of American Depositary Shares	- 5 -
SECTION 2.02 Deposit of Shares	- 6 -
SECTION 2.03 Delivery of American Depositary Shares	- 7 -
SECTION 2.04 Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts;
Interchange of Certificated and Uncertificated American Depositary Shares	- 8 -
SECTION 2.05 Surrender of American Depositary Shares and Withdrawal of Deposited Securities	- 9 -
SECTION 2.06 Limitations on Delivery, Transfer and Surrender of American Depositary Shares	- 9 -
SECTION 2.07 Lost Receipts, etc	- 10 -
SECTION 2.08 Cancellation and Destruction of Surrendered Receipts	- 11 -
SECTION 2.09 Pre-Release of American Depositary Shares	- 11 -

i

SECTION 2.10 DTC Direct Registration System and Profile Modification System	- 12 -
ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	- 12 -
SECTION 3.01 Filing Proofs, Certificates and Other Information	- 12 -
SECTION 3.02 Liability of Owner for Taxes	- 13 -
SECTION 3.03 Warranties on Deposit of Shares	- 13 -
ARTICLE 4. THE DEPOSITED SECURITIES	- 13 -
SECTION 4.01 Cash Distributions	- 13 -
SECTION 4.02 Distributions Other Than Cash, Shares or Rights	- 14 -
SECTION 4.03 Distributions in Shares	- 15 -
SECTION 4.04 Rights	- 16 -
SECTION 4.05 Conversion of Foreign Currency	- 17 -
SECTION 4.06 Fixing of Record Date	- 18 -
SECTION 4.07 Voting of Deposited Securities	- 19 -
SECTION 4.08 Changes Affecting Deposited Securities	- 20 -
SECTION 4.09 Reports	- 21 -
SECTION 4.10 Lists of Owners	- 21 -
SECTION 4.11 Withholding	- 21 -
ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	- 21 -
SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary	- 21 -
SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Company	- 22 -
SECTION 5.03 Obligations of the Depositary, the Custodian and the Company	- 23 -
SECTION 5.04 Resignation and Removal of the Depositary	- 24 -
SECTION 5.05 The Custodians	- 24 -
SECTION 5.06 Notices and Reports	- 25 -
SECTION 5.07 Distribution of Additional Shares, Rights, etc	- 25 -
SECTION 5.08 Indemnification	- 26 -
SECTION 5.09 Charges of Depositary	- 27 -
SECTION 5.10 Retention of Depositary Documents	- 28 -
SECTION 5.11 Exclusivity	- 28 -
SECTION 5.12 List of Restricted Securities Owners	- 28 -

ii

ARTICLE 6. AMENDMENT AND TERMINATION	- 28 -
SECTION 6.01 Amendment	- 28 -
SECTION 6.02 Termination	- 29 -
ARTICLE 7. MISCELLANEOUS	- 30 -
SECTION 7.01 Counterparts	- 30 -
SECTION 7.02 No Third Party Beneficiaries	- 30 -
SECTION 7.03 Severability	- 30 -
SECTION 7.04 Owners and Holders as Parties; Binding Effect	- 30 -
SECTION 7.05 Notices	- 31 -
SECTION 7.06 Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver	- 31 -
SECTION 7.07 Waiver of Immunities	- 32 -
SECTION 7.08 Governing Law	- 32 -

iii

AMENDED AND RESTATED DEPOSIT AGREEMENT

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of ___, 2008 among SIMS GROUP LIMITED, a company incorporated under the laws of the State of Victoria, Australia (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.

W I T N E S S E T H:

WHEREAS, the Company and the Depositary entered into a deposit agreement dated as of October 21, 1994 (the “Prior Deposit Agreement”) for the purposes stated in that agreement; and

WHEREAS, the Issuer and Depositary now wish to amend and restate the Prior Deposit Agreement to, among other things, (i) provide that American Depositary Shares may be uncertificated or certificated securities, (ii) change the fees and charges of the Depositary and (iii) reflect that the Company has or intends to become a reporting company under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Company desires to provide, as hereinafter set forth in this Amended and Restated Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Amended and Restated Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Amended and Restated Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated as follows:

ARTICLE 1. DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

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SECTION 1.01 American Depositary Shares.

The term “American Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated American Depositary Shares. Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with respect to which additional American Depositary Shares are not delivered, and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.

SECTION 1.02 Commission.

The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.03 Company.

The term “Company” shall mean Sims Group Limited, a company incorporated under the laws of the State of Victoria, Australia, and its successors.

SECTION 1.04 Custodian.

The term “Custodian” shall mean each of the principal Melbourne, Australia office of Australia and New Zealand Banking Group, the principal, Melbourne, Australia office of National Australia Bank and the principal Sydney, Australia office of Westpac Banking Corporation, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

SECTION 1.05 Deliver; Surrender.

(a) The term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect transfers of such securities designated by the person entitled to

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that delivery or (ii) physical transfer of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer to, the person entitled to that delivery.

(b) The term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) book-entry transfer of American Depositary Shares to an account at DTC designated by the person entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person, (ii) registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming that registration or (iii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts.

(c) The term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.

SECTION 1.06 Deposit Agreement.

The term “Deposit Agreement” shall mean this Amended and Restated Deposit Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.07 Depositary; Corporate Trust Office.

The term “Depositary” shall mean The Bank of New York, a New York banking corporation, and any successor as depositary hereunder. The term “Corporate Trust Office”, when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Deposit Agreement is 101 Barclay Street, New York, New York 10286.

SECTION 1.08 Deposited Securities.

The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement, including without limitation Shares that have not been successfully delivered upon surrender of American Depositary Shares, and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held under this Deposit Agreement, subject as to cash to the provisions of Section 4.05.

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SECTION 1.09 Dollars.

The term “Dollars” shall mean United States dollars.

SECTION 1.10 DTC.

The term “DTC” shall mean The Depository Trust Company or its successor.

SECTION 1.11 Foreign Registrar.

The term “Foreign Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other agent of the Company for the transfer and registration of Shares, including without limitation any securities depository for the Shares.

SECTION 1.12 Holder.

The term “Holder” shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.

SECTION 1.13 Owner.

The term “Owner” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for such purpose.

SECTION 1.14 Receipts.

The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary Shares, as the same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.15 Registrar.

The term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, that is appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as herein provided.

SECTION 1.16 Restricted Securities.

The term “Restricted Securities” shall mean Shares, or American Depositary Shares representing Shares, that are acquired directly or indirectly from the

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Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain of transactions not involving any public offering, or that are subject to resale limitations under Regulation D under the Securities Act of 1933 or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company, or that would require registration under the Securities Act of 1933 in connection with the offer and sale thereof in the United States, or that are subject to other restrictions on sale or deposit under the laws of the United States or Australia, or under a shareholder agreement or the constitution or similar document of the Company.

SECTION 1.17 Securities Act of 1933.

The term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.

SECTION 1.18 Shares.

The term “Shares” shall mean ordinary shares of the Company that are validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided, however, that, if there shall occur any change in nominal value, a split-up or consolidation or any other reclassification or, upon the occurrence of an event described in Section 4.08, an exchange or conversion in respect of the Shares of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value, split-up or consolidation or such other reclassification or such exchange or conversion.

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES

SECTION 2.01 Form of Receipts; Registration and Transferability of American Depositary Shares.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered and (y) all American Depositary Shares delivered as hereinafter provided and all registrations of transfer of American Depositary Shares shall be registered. A Receipt bearing the facsimile signature of a person that was at any

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time a proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, notwithstanding that such person was not a proper officer of the Depositary on the date of issuance of that Receipt.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be reasonably required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares unless that Holder is the Owner of those American Depositary Shares.

SECTION 2.02 Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in industry-standard form satisfactory to the Custodian, together with all such certifications in industry-standard form or a form agreed to by the Company as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit.

No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted, and that such deposit is not prohibited, by any governmental body in Australia that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument in industry-standard

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form satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement in industry-standard form satisfactory to the Depositary.

At the request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents specified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

SECTION 2.03 Delivery of American Depositary Shares.

Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder, together with the other documents required as specified above, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof and the number of American Depositary Shares to be so delivered. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company or the Foreign Registrar that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee). Upon receiving such notice from such Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall deliver, without unreasonable delay, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of such American Depositary Shares as provided in Section 5.09, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

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SECTION 2.04 Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares on its transfer books from time to time, upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall deliver those American Depositary Shares to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a cotransfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.

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SECTION 2.05 Surrender of American Depositary Shares and Withdrawal of Deposited Securities.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.09 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares. Such delivery shall be made, as hereinafter provided, without unreasonable delay on the part of the Depositary.

A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by those American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

At the request, risk and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

SECTION 2.06 Limitations on Delivery, Transfer and Surrender of American Depositary Shares.

As a condition precedent to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may

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require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06.

The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in this Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may only be suspended for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities Act of 1933 for public offer and sale in the United States unless a registration statement is in effect as to such Shares for such offer and sale.

SECTION 2.07 Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt, upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt

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has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.

SECTION 2.08 Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized, subject to Section 5.10, to destroy Receipts so cancelled.

SECTION 2.09 Pre-Release of American Depositary Shares.

Notwithstanding Section 2.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of PreReleases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the

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Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

SECTION 2.10 DTC Direct Registration System and Profile Modification System.

(a) Notwithstanding the provisions of Section 2.04, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

SECTION 3.01 Filing Proofs, Certificates and Other Information.

Any person presenting Shares for deposit or any Owner or holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the

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Depositary may reasonably deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. The Depositary shall provide to the Company, upon on its written request, as promptly as practicable, copies of such proofs of citizenship or residence or other information referred to above that the Depositary receives, to the extent that disclosure is permitted under applicable law.

SECTION 3.02 Liability of Owner for Taxes.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such American Depositary Shares shall remain liable for any deficiency.

SECTION 3.03 Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares.

ARTICLE 4. THE DEPOSITED SECURITIES

SECTION 4.01 Cash Distributions.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.05, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.09, unless those fees and expenses have been paid by the Company) to the

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Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Custodian or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to the appropriate governmental agency in Australia all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners. No distribution to Owners pursuant to this Section 4.01 shall be unreasonably delayed by any action of the Depositary or the Custodian.

SECTION 4.02 Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than a distribution described in Section 4.01, 4.03 or 4.04, the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary, unless those fees and expenses have been paid by the Company, or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or holders) the Depositary reasonably deems such distribution not to be feasible, the Depositary may, after consultation with the Company to the extent practicable using reasonable efforts, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the relevant securities or American Depositary Shares are listed or quoted, adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.09, unless those fees and expenses have been paid by the Company) shall be distributed by the Depositary to the Owners entitled thereto, all in the manner and subject to the

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conditions described in Section 4.01. The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. Except where such fees and expenses have been paid by the Company, the Depositary may sell, by public or private sale, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the relevant securities or American Depositary Shares are listed or quoted, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. No distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary or the Custodian.

SECTION 4.03 Distributions in Shares.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company so requests in writing, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09, unless those fees and expenses have been paid by the Company (and, except where such fees and expenses have been paid by the Company, the Depositary may sell, by public or private sale, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. No distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or the Custodian.

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SECTION 4.04 Rights.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with and having given reasonable consideration to the suggestions of the Company, and subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners and the Company so requests in writing, the Depositary shall distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate, but only pursuant to a written agreement to be entered into between the Company and the Depositary establishing the conditions and procedures that will be applicable to that particular offering.

In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to Section 2.03 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case

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of a distribution pursuant to the second paragraph of this Section, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.

If the Depositary, after consultation with the Company to the extent practicable using reasonable efforts, determines that it is not lawful and feasible to make such rights available to all or certain Owners, it shall use reasonable efforts to sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.09, unless those fees and expenses have been paid by the Company, and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other commercially reasonable basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act; provided, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

SECTION 4.05 Conversion of Foreign Currency.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted by sale or in any other commercially reasonable manner that it may determine such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any

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warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09, if applicable.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall as promptly as practicable file such application for approval or license, if any, as it reasonably believes is obtainable without unreasonable effort or expense.

If at any time the Depositary shall determine that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as reasonably determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same, except that the Depositary shall continue to use commercially reasonable efforts to effect a distribution of the funds to Owners pursuant to Section 4.01 and this Section 4.05.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto, except that the Depositary shall continue to use commercially reasonable efforts to effect a distribution of the funds to Owners pursuant to Section 4.01 and this Section 4.05.

SECTION 4.06 Fixing of Record Date.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (which shall be the same as or as

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near as practicable to any corresponding record date set by the Company) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) subject to the terms hereof, responsible for any fee or charge assessed by the Depositary pursuant to this Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.

SECTION 4.07 Voting of Deposited Securities.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be agreed to by the Company and the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that, if the Depositary does not receive instructions, it may deem instructions to have been given under the last sentence of this paragraph to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Receipts on that record date, received on or before the date established by the Depositary for the purpose, the Depositary shall endeavor, insofar as practicable using reasonable efforts, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company made a request to the Depositary as contemplated by the first sentence of this Section 4.07 and complied with the following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with

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respect to that amount of Deposited Securities, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (w) the Company does not wish to receive a discretionary proxy, (x) substantial opposition exists, (y) the matter materially and adversely affects the rights of holders of Shares, or (z) a discretionary proxy may not be given with respect to such matter under applicable law or applicable regulation of the securities exchange or automated quotation system on which the Shares or the American Depositary Shares are then listed or quoted.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notification of any such meeting or solicitation at least 45 days prior to the meeting date and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.

Upon the written request of an Owner of American Depositary Shares as of the record date set by the Depositary with respect to a meeting of holders of Deposited Securities received on or before the date established by the Depositary for that purpose, the Depositary shall endeavor to cause the appointment (or, if the Deposited Securities are registered in the name of or held by its Custodian or a nominee, the Depositary shall endeavor to procure that the Custodian or its nominee shall cause the appointment), subject to the constitution of the Company and applicable law, of that Owner as a proxy in respect of that meeting (including any adjournment of that meeting) to attend and vote the number of Deposited Securities represented by those American Depositary Shares evidenced by that Receipt.

SECTION 4.08 Changes Affecting Deposited Securities.

Upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional American Depositary Shares are delivered pursuant to the following sentence. In any such case the Depositary may, and shall if the Company so requests in writing, deliver additional American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

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SECTION 4.09 Reports.

The Depositary shall make available for inspection by Owners at its Corporate Trust Office any reports and communications, including any proxy solicitation material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also, upon written request by the Company, send to the Owners copies of such reports when furnished by the Company pursuant to Section 5.06. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English, to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.

SECTION 4.10 Lists of Owners.

Promptly upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered on the books of the Depositary.

SECTION 4.11 Withholding.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares

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which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection by the Owners shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.

The Depositary may, subject to applicable law and acceptable rules of any securities exchange or automated quotation system on which the applicable American Depositary Shares are listed or quoted, close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company.

If any American Depositary Shares are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such American Depositary Shares in accordance with any requirements of such exchange or exchanges.

SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Company.

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by any court order, decree or judgment, or by reason of any provision, present or future, of the constitution or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any Owner or holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03, or an offering or distribution pursuant to Section 4.04, or for any other reason as provided in the applicable Section, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net

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proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

SECTION 5.03 Obligations of the Depositary, the Custodian and the Company.

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

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SECTION 5.04 Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon the later of (i) the 90[th] day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided, except that the 90 day prior notice period shall not apply if the Depositary has materially breached this Deposit Agreement and has failed to remedy or cure that breach within a reasonable time after receiving a notice from the Company specifying that breach and requiring that it be remedied or cured.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.05 The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the

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Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

SECTION 5.06 Notices and Reports.

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will arrange for the mailing, at the Company’s expense, of copies of such notices, reports and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as reasonably requested by the Depositary from time to time, in order for the Depositary to effect such mailings.

SECTION 5.07 Distribution of Additional Shares, Rights, etc.

If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United

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States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution.

The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

SECTION 5.08 Indemnification.

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the fees and reasonable expenses of counsel) which may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time (i) by the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith.

The obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession or substitution of

any indemnified person.

Any person seeking indemnification under this Section 5.08 shall notify the person from whom indemnification is sought of the commencement of any indemnifiable action as promptly as practicable after the person seeking indemnification becomes aware of such commencement, provided that failure to make such notification shall not affect any person’s rights under this Section 5.08. Any person seeking indemnification under this Section 5.08 shall consult with the person from whom

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indemnification is sought as to the conduct of any defense of any indemnifiable action, which defense shall be reasonable in the judgment of the person seeking indemnity. No compromise or settlement of such proceeding may be affected by either party without the other party’s consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld.

SECTION 5.09 Charges of Depositary.

The Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.03), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or

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dates set by the Depositary in accordance with Section 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Notwithstanding anything to the contrary herein, in lieu of the payments otherwise payable by the Owners under this Deposit Agreement, the Company may, at its election, pay on behalf of the Owners of American Depositary Shares any of the fees, expenses and charges that are payable by them to the Depositary under this Deposit Agreement.

SECTION 5.10 Retention of Depositary Documents.

The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company reasonably requests in writing that such papers be retained for a longer period or turned over to the Company or to a successor depositary.

SECTION 5.11 Exclusivity.

Subject to Sections 5.04 and 6.02, the Company agrees not to appoint any other depositary for issuance of American or global depositary shares or receipts so long as The Bank of New York is acting as Depositary hereunder.

SECTION 5.12 List of Restricted Securities Owners.

From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made pursuant to this Deposit Agreement in reliance thereon.

ARTICLE 6. AMENDMENT AND TERMINATION

SECTION 6.01 Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or holders in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any

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fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.02 Termination.

The Company may at any time terminate this Deposit Agreement by instructing the Depositary to mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate this Deposit Agreement if at any time 90 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges).

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At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges), and except for its obligations under Section 5.08. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09.

ARTICLE 7. MISCELLANEOUS

SECTION 7.01 Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Holder during business hours.

SECTION 7.02 No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

SECTION 7.03 Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04 Owners and Holders as Parties; Binding Effect.

The Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of American Depositary Shares or any interest therein.

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SECTION 7.05 Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to Sims Group Limited, Simsmetal House, 41 McLaren Street, North Sydney, NSW 2060, Australia, Attention: Frank Moratti, Facsimile No.: 612 9954 9680, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company.

Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.06 Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver.

The Company hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of New York, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of

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its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SECTION 7.07 Waiver of Immunities.

To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

SECTION 7.08 Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by

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the laws of the State of New York, except with respect to its authorization and execution by the Company, which shall be governed by the laws of Australia.

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IN WITNESS WHEREOF, SIMS GROUP LIMITED and THE BANK OF NEW YORK have duly executed this Deposit Agreement as of the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.

SIMS GROUP LIMITED

By: Name: Title: THE BANK OF NEW YORK, as Depositary

By:

Name: Title:

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EXHIBIT A

AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one deposited Share)

THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR ORDINARY SHARES OF THE PAR VALUE OF A$0.50 EACH OF SIMS GROUP LIMITED

(INCORPORATED UNDER THE LAWS OF AUSTRALIA)

The Bank of New York, as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares (herein called “Shares”) of Sims Group Limited, a company incorporated under the laws of Australia (herein called the “Company”). At the date hereof, each American Depositary Share represents one Share deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Melbourne, Australia office of Australia and New Zealand Banking Group, the principal, Melbourne, Australia office of National Australia Bank and the principal Sydney, Australia office of Westpac Banking Corporation, as agent of the Depositary for the purposes of this Deposit Agreement (herein called the “Custodian”). The Depositary’s Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS 101 BARCLAY STREET, NEW YORK, N.Y. 10286

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1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of , 2008 (herein called the “Deposit Agreement”), by and among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at the office of the Custodian.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled to delivery, without unreasonable delay, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account transfer in the name of the Owner hereof or as ordered by him, with proper endorsement or accompanied by proper instruments or instructions of transfer and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction

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(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.

The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may only be suspended for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and

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similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

4. LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner shall remain liable for any deficiency.

5. WARRANTIES ON DEPOSIT OF SHARES.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may reasonably deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. The Depositary

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shall provide to the Company, upon on its written request, as promptly as practicable, copies of such proofs of citizenship or residence or other information referred to above that the Depositary receives, to the extent that disclosure is permitted under applicable law.

No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted, that such deposit is not prohibited by, any governmental body in Australia that is then performing the function of the regulation of currency exchange.

7. CHARGES OF DEPOSITARY.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement

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and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Notwithstanding anything to the contrary in the Deposit Agreement or herein, in lieu of the payments otherwise payable by the Owners under the Deposit Agreement, the Company may, at its election, pay on behalf of the Owners of American Depositary Shares any of the fees, expenses and charges that are payable by them to the Depositary under the Deposit Agreement.

8. PRE-RELEASE OF AMERICAN DEPOSITARY SHARES.

Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further

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indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

9. TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Owner and holder of this Receipt by accepting or holding the same consents and agrees that when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares unless that Holder is the Owner of those American Depositary Shares.

10. VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, however that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized signatory of the Depositary or Registrar.

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11. REPORTS; INSPECTION OF TRANSFER BOOKS.

[Upon effectiveness of a registration statement filed by the Company with the Commission under the Securities Exchange Act of 1934, ]the Company [will be] subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, will be obligated to file certain reports with the Commission. Such reports will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.

The Depositary will make available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also, upon written request by the Company, send to Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English, to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.

The Depositary will keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection by the Owners shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.

12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement, unless those fees and expenses have been paid by the Company) to the Owners entitled thereto; provided, however, that in the event that the Company or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly.

Subject to the provisions of Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in

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Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received by it to be distributed to the Owners entitled thereto, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary reasonably deems such distribution not to be feasible, the Depositary may, after consultation with the Company to the extent practicable using reasonable efforts, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the relevant securities or American Depositary Shares are listed or quoted, adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement, unless those fees have been paid by the Company) will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.02 of the Deposit Agreement if it has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. Except where such fees and expenses have been paid by the Company, the Depositary may sell, by public or private sale, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the relevant securities or American Depositary Shares are listed or quoted, an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution. No distribution to Owners pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian.

If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company so requests in writing, deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement, unless those fees and expenses have been paid by the Company (and, except where such fees and expenses have been paid by the Company, the Depositary may sell, by public or private sale, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, an amount of Shares received sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares in any

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such case, the Depositary will, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. No distribution to Owners pursuant to Section 4.03 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

13. RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with and having given reasonable consideration to the suggestions of the Company, and subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners and the Company so requests in writing, the Depositary shall distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate, but only pursuant to a written agreement to be entered into between the Company and the Depositary establishing the conditions and procedures that will be applicable to that particular offering.

In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights

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allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the second paragraph of this Article 13, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.

If the Depositary determines, after consultation with the Company to the extent practicable using reasonable efforts, that it is not lawful and feasible to make such rights available to all or certain Owners, it shall use reasonable efforts to sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.09 of the Deposit Agreement, unless those fees and expenses have been paid by the Company, and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other commercially reasonable basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act; provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement

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declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

14. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted by sale or in any other commercially reasonable manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement, if applicable.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall as promptly as practicable file such application for approval or license, if any, as it reasonably believes is obtainable without unreasonable effort or expense.

If at any time the Depositary shall determine that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as reasonably determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same, except that the Depositary shall continue to use commercially reasonable

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efforts to effect a distribution of the funds to Owners pursuant to Sections 4.01 and 4.05 of the Deposit Agreement.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto, except that the Depositary shall continue to use commercially reasonable efforts to effect a distribution of the funds to Owners pursuant to Sections 4.01 and 4.05 of the Deposit Agreement.

15. RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (which shall be the same as or as near as practicable to any corresponding record date set by the Company) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) subject to the terms of the Deposit Agreement, responsible for any fee assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.

16. VOTING OF DEPOSITED SECURITIES.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be agreed to by the Company and the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that, if the Depositary does not receive instructions, it may deem instructions to have been given under the last sentence of this paragraph to give a discretionary proxy to a person

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designated by the Company. Upon the written request of an Owner of American Depositary Receipts on that record date, received on or before the date established by the Depositary for the purpose, the Depositary shall endeavor, insofar as practicable using reasonable efforts, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company made a request to the Depositary as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (w) the Company does not wish to receive a discretionary proxy, (x) substantial opposition exists, (y) the matter materially and adversely affects the rights of holders of Shares, or (z) a discretionary proxy may not be given with respect to such matter under applicable law or applicable regulation of the securities exchange or automated quotation system on which the Shares or the American Depositary Shares are then listed or quoted.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notification of any such meeting or solicitation at least 45 days prior to the meeting date and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant to the following sentence. In

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any such case the Depositary may, and shall if the Company so requests in writing, deliver additional American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or holder, (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by any court order, decree or judgment, or by reason of any provision, present or future, of the constitution or any similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or holders, or (v) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason as provided in the applicable Section of the Deposit Agreement, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or holders, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares, on behalf of any Owner or holder or other person. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting

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Shares for deposit, any Owner or holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement or (ii) termination by the Depositary pursuant to Section 6.02 of the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon the later of (i) the 90[th] day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement, except that the 90 day prior notice period shall not apply if the Depositary has materially breached the Deposit Agreement and has failed to remedy or cure that breach within a reasonable time after receiving a notice from the Company specifying that breach and requiring that it be remedied or cured. The Depositary in its discretion may appoint a substitute or additional custodian or custodians, each of which shall thereafter be a Custodian hereunder and under the Deposit Agreement.

20. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or holders in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become

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effective as to outstanding American Depositary Shares until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

The Company may terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate the Deposit Agreement, if at any time 90 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such

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Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges), and except for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.

22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.

(a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by The Depository Trust Company (“DTC”). DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

23. SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.

In the Deposit Agreement, the Company has (i) appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of New York, as

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the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.

EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

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Exhibit 4.2

Top-Up Deed

Sims Group Limited Votraint No. 1652 Pty Limited

Contents

Clause Number 1 2 3	Top-Up Deed Heading Page Definitions and Interpretation 1 Top-Up 5 General 14

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Date 2 April 2007

Parties Sims Group Limited (ABN 69 114 838 630) ( Sims )

Votraint No. 1652 Pty Limited (ACN 124 181 531) ( Mitsui ) )

Recitals

A Sims has agreed to provide certain rights to Mitsui in connection with shares acquired by Mitsui in Sims.

Operative provisions

1 Definitions and Interpretation

Definitions

1.1 In this Deed, unless the context otherwise requires:

Act means the Corporations Act 2001.

Acceptance Period Commencement Date means:

• (a) if there is no Dispute in relation to a Diluting Event, the date on which the Offer Notice is received by Mitsui; or

(b) if there is a Dispute in relation to a Diluting Event, the date on which the Dispute is determined.

Acquisition means the purchase by Sims (or another member of the Sims Group) of an asset, business or security where the purchase price of that asset, business or security is paid, whether in whole or in part, through the allotment of Shares to the vendor of that asset, business or security.

Affiliate means with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person.

Aggregate Mitsui Group Shareholding means the aggregate number of Shares beneficially owned by members of the Mitsui Group plus, in accordance with clause 2.1(a)(ii), any Notional Top-Up Shares.

ASX means Australian Stock Exchange Limited.

Best Efforts means the efforts that a prudent Person desirous of achieving an objective would use in similar circumstances to achieve that objective as expeditiously as possible. The fact that the objective is not actually accomplished is not determinative of the fact that the obligated Person did not utilise such efforts in attempting to accomplish the objective.

Business Day means a day on which banks are open for business in Sydney, New South Wales, Australia, excluding a Saturday or a Sunday or a public holiday.

Cash Issue means an issue of Shares in consideration for a cash amount and which is not:

• (a) a Strategic Placement;

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• (b) an Acquisition;

• (c) a Pro — Rata Issue;

• (d) an issue under a share purchase plan under exception 15 of ASX Listing rule 7.2;

• (e) an issue of Employee Shares;

• (f) a Convertible Security converting into or otherwise becoming Shares, whether pursuant to the terms of, or the exercise of any rights attaching to, that Convertible Security or otherwise; or

• (g) the reclassification of any issued security so that the security becomes Shares.

Cleansing Notice has the meaning set out in clause 2.3(e)(iii).

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities or otherwise.

Convertible Security means any security which is convertible into, exercisable or exchangeable for or which enables the holder to acquire Shares not previously on issue including:

• (a) stock;

• (b) convertible or exchangeable preference shares;

• (c) convertible or exchangeable notes;

• (d) options, warrants or rights to subscribe for Shares; and

• (e) options, warrants or rights to subscribe for securities which are convertible into or exercisable or exchangeable for Shares.

Court means the Supreme Court of New South Wales.

Diluting Event means:

• (a) an issue of Shares other than:

• (i) a Pro-Rata Issue;

• (ii) an issue under a share purchase plan under exception 15 of ASX Listing rule 7.2;

• (iii) an issue of Employee Shares; or

• (iv) an Acquisition;

• (b) a Convertible Security converting into or otherwise becoming Shares, whether pursuant to the terms of, or the exercise of any rights attaching to, that Convertible Security or otherwise; or

• (c) the reclassification of any issued security so that the security becomes Shares,

but, for the avoidance of doubt includes any issue of Shares to fund any cash component of an Acquisition.

Disclosure Document has the meaning set out in clause 2.3(e)(iii).

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Dispute has the meaning set out in clause 2.2(d)(i).

Dividend Plan means a dividend reinvestment plan, a bonus share plan, a dividend selection plan or any other plan which gives holders of Shares the opportunity to accept securities in place of dividend, distribution or interest payments or apply any dividend, distribution or interest payments for the subscription of securities.

Employee Shares means Shares issued pursuant to:

• (a) an employee incentive plan or remuneration arrangements for employees and/or officers of Sims and/or its Subsidiaries; or

• (b) the exercise of options which are issued under an employee incentive plan or remuneration arrangements for employees and/or officers of Sims and/or its Subsidiaries.

Governmental Body means any:

• (a) nation, region, state, county, city, town, village, district or other jurisdiction;

• (b) federal, state, local, municipal, foreign or other government;

• (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal);

• (d) multinational organization;

• (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; or

• (f) official of any of the foregoing.

Mitsui Group means Mitsui & Co., Ltd. and each of its Affiliates.

Mitsui Subscriber has the meaning described in clause 2.3(a)(i).

Notional Issued Capital means the total number of Shares on issue immediately following a Diluting Event, determined as if the Top-Up Shares and any Notional Top-Up Shares in respect of that Diluting Event were issued simultaneously with the Shares issued under that Diluting Event.

Notional Top-Up Shares has the meaning described in clause 2.1(a)(ii).

Offer Notice means a notice addressed to Mitsui and delivered in accordance with clause 2.2.

Person refers to an individual or an entity, including a corporation, share company, limited liability company, partnership, trust, association, Governmental Body or any other body with legal personality separate from its equity holders or members.

Pro-Rata Issue means an issue of Shares made pursuant to an offer to all holders of fully paid Shares on a pro rata basis in respect of all of the Shares that they hold and, for the avoidance of doubt, includes an issue of Shares under a Dividend Plan.

Relevant Securities Laws means the securities laws of any jurisdiction that may apply to the issue of Top-Up Shares to any Mitsui Subscriber in accordance with this Deed.

Related Body Corporate has the meaning given to that term in the Act.

Securities Act means the United States Securities Act of 1933.

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Shares means voting shares (as that term is defined in the Act) in the capital of Sims, regardless of how those shares are classified.

Sims Group means Sims and each of its Subsidiaries.

Strategic Placement means a placement of Shares where the Person to whom the Shares are placed and its Related Bodies Corporate are not primarily financial institutions or investors and the directors of Sims, in their reasonable judgement, consider that the placement provides a strategic advantage to Sims.

Subscription Notice means a notice delivered in accordance with clause 2.3(a).

Subscription Price means the subscription price per Share payable for Top-Up Shares as determined in accordance with clause 2.1(c).

Subsidiaries has the meaning given to that term in section 46 of the Act.

Top-Up Rights means the rights conferred by clause 2.

Top-Up Shares means, in relation to a Diluting Event, those Shares which Mitsui is offered the right to subscribe in respect of that Diluting Event, the number of such Shares being determined in accordance with clause 2.1(b).

Trading Day means a day which is a Trading Day as defined in the ASTC Settlement Rules for Sims’ Shares.

Interpretation

• 1.2 In this Deed:

• (a) unless the context otherwise requires, a reference:

  • (i) to the singular includes the plural and vice versa;

  • (ii) to a gender includes all genders;

  • (iii) to a document (including this Deed) is a reference to that document (including any Schedules and Annexures) as amended, consolidated, supplemented, novated or replaced;

  • (iv) to an agreement includes any deed, agreement or legally enforceable arrangement or understanding in writing;

  • (v) to parties means the parties to this Deed and to a party means a party to this Deed;

  • (vi) to a Person (including a party) includes the Person’s successors, permitted assigns, substitutes, executors and administrators;

  • (vii) to a law:

    • (A) includes a reference to any constitutional provision, subordinate legislation, treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment, rule of common law or equity or rule of any applicable stock exchange;

    • (B) is a reference to that law as amended, consolidated, supplemented or replaced or modified by a Governmental Body; and

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  - (C) is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment made under that law;

• (viii) to proceedings includes litigation and arbitration;

• (ix) to a judgment includes an order, injunction, decree, determination or award of any court or tribunal;

• (x) to time is a reference to Sydney time; and

• (xi) to “$” or “dollar” is to Australian currency;

• (b) headings are for convenience only and are ignored in interpreting this Deed;

• (c) if a period of time is specified and dates from, after or before, a given day or the day of an act or event, it is to be calculated exclusive of that day;

• (d) if a payment or other act must (but for this clause) be made or done on a day which is not a Business Day, then it must be made or done on the next Business Day;

• (e) the word “including” or “includes” means “including but not limited to” or “including without limitation”; and

• (f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

2 Top-Up

2.1 Top-Up Rights

(a) Top Up Rights

• (i) In relation to each Diluting Event, Sims must offer Mitsui the right for Mitsui to subscribe for Top-Up Shares in accordance with this clause 2 provided that the Aggregate Mitsui Group Shareholding at the time immediately prior to that Diluting Event ( “Relevant Time” ) is not less than 15% of the number of Shares on issue at the Relevant Time.

• (ii) If the period for Mitsui to deliver a Subscription Notice under clause 2.3(a) in respect of an earlier Diluting Event has not expired and Mitsui has not delivered a Subscription Notice in respect of that Diluting Event, or Mitsui has delivered a Subscription Notice in respect of that Diluting Event and Top-Up Shares have not been issued (other than where the resulting agreement to subscribe for the Top-Up Shares has not been terminated in accordance with clause 2.3(h)) then, for the purpose of this clause 2, the percentage of the number of issued Shares represented by the Aggregate Mitsui Group Shareholding must be determined as if Sims had issued to the members of the Mitsui Group the number of Top-Up Shares the subject of that Diluting Event ( “Notional Top-Up Shares” ).

(b) Number of Top-Up Shares

Where Sims is required under clause 2.1(a) to offer Mitsui the right to subscribe for Top-Up Shares, the number of Top-Up Shares to be offered in aggregate to the members of the Mitsui Group in respect of a Diluting Event is:

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• (i) the number of Shares which would need to be issued to members of the Mitsui Group simultaneously with the Diluting Event such that the Aggregate Mitsui Group Shareholding after the issue of those Shares bears the same proportion to the Notional Issued Capital as the Aggregate Mitsui Group Shareholding at the Relevant Time bore to the aggregate of the issued Shares at the Relevant Time and any Shares to be (or, in the case of a Convertible Security, Shares that may be) issued under the earlier Diluting Event referred to in clause 2.1(a)(ii) (to the extent not already issued),

LESS

• (ii) any Notional Top-Up Shares.

(c) Subscription Price

The Subscription Price per Share for Top-Up Shares is:

• (i) if the Diluting Event is a Cash Issue, the weighted average price at which Shares are issued as part of the Diluting Event; and

• (ii) in all other circumstances, the weighted average price at which Shares are traded in the ordinary course of trading on the stock market conducted by the ASX for the five Trading Days immediately prior to the announcement by Sims of that Diluting Event and the five Trading Days immediately after announcement by Sims of that Diluting Event (including the day of announcement of that Diluting Event if it is a Trading Day) except that if, on any Trading Day during that period, Shares are trading on a cumentitlement or cum-dividend basis in respect of an entitlement or a dividend which has been announced to the ASX, the price at which the Shares are traded on that Trading Day will be reduced by an amount equal to the value of the entitlement or dividend as the case may be to the extent that the Top-Up Shares will not have the right to participate in that entitlement or dividend.

(d) Ranking of Top-Up Shares

Top-Up Shares, when issued, will rank equally in all respects with all other Shares issued under the Diluting Event.

2.2 Diluting Events

(a) Notice of Diluting Events

• (i) If a Diluting Event gives rise to Top-Up Rights under clause 2.1(a), Sims must deliver an Offer Notice in respect of the Diluting Event to Mitsui (which shall be received by Mitsui for and on behalf of any members of the Mitsui Group who are shareholders of Sims) within 5 Business Days after the Relevant Time if it is a Cash Issue, or in all other circumstances 5 Business Days after the last Trading Day used to calculate the Subscription Price in clause 2.1(c)(ii).

• (ii) The members of the Mitsui Group who are shareholders of Sims irrevocably direct Sims to comply with this clause 2.2(a) by delivering a single Offer Notice to Mitsui on their behalf in accordance with this clause 2.2.

(b) Contents of Offer Notice

An Offer Notice must be in writing and state in relation to the Diluting Event:

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• (i) the date on which the Diluting Event occurred;

• (ii) the number of Shares on issue at the Relevant Time for the Diluting Event;

• (iii) the number of Shares which will be on issue immediately following the Diluting Event;

• (iv) the number of Top-Up Shares Sims considers that it is required to offer Mitsui under this clause 2 and the information on which Sims has based that determination;

• (v) whether Sims considers that the Diluting Event is a Cash Issue or not and the information on which Sims has based that determination;

• (vi) the price Sims considers to be the Subscription Price for the Top-Up Shares in relation to each such Diluting Event and the information on which Sims has based that determination;

• (vii) an offer (irrevocable until the expiration of the period referred to in clause 2.3(a)) is made to Mitsui for Mitsui to subscribe on the terms and conditions set out in this clause 2 for the number of Top-Up Shares determined in accordance with this clause 2.

(c) Notice of Number of Top-Up Shares

• Within 5 Business Days after Mitsui receives an Offer Notice, Mitsui may deliver to Sims a notice which states:

• (i) the Aggregate Mitsui Group Shareholding as at the date of the Offer Notice and the information on which Mitsui has based that determination;

• (ii) whether Mitsui agrees with Sims’ assessment of the number of Top-Up Shares Sims considers that it is required to offer Mitsui under this clause 2 and, if not, the basis on which Mitsui disputes Sims’ assessment;

• (iii) whether Mitsui agrees with Sims’ assessment that a Diluting Event is a Cash Issue and, if not, the basis on which Mitsui disputes Sims’ assessment;

• (iv) whether Mitsui agrees with the Subscription Price as set out in the Offer Notice and, if not, the basis on which Mitsui disputes the Subscription Price.

If Mitsui does not, within 5 Business Days after receiving an Offer Notice, deliver a notice under this clause 2.2(c), Mitsui is deemed to have accepted:

• (A) the assessment in the Offer Notice as to whether the Diluting Event is a Cash Issue; and

• (B) the Subscription Price as set out in the Offer Notice.

(d) Dispute Resolution

• (i) A dispute ( “Dispute” ) arises if in relation to:

• (A) the Subscription Price if Mitsui, acting in good faith, disputes the Subscription Price in a notice under clause 2.2(c);

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• (B) whether a Diluting Event is a Cash Issue if Mitsui, acting in good faith, disputes whether the Diluting Event is a Cash Issue in a notice under clause 2.2(c); and

• (C) whether the number of Top-Up Shares that are to be issued in relation to a Diluting Event if Mitsui, acting in good faith, disputes the Number of Top-Up Shares in a notice under clause 2.2(c).

• (ii) If Sims and Mitsui do not resolve the Dispute within 7 Business Days after the Dispute first occurs, then Sims and Mitsui shall use all reasonable endeavours to agree on an independent person ( “Expert” ) to determine the Dispute. If they do not agree on an Expert, within 10 Business Days after the Dispute first occurs the Expert will be nominated by the President of the Australian Institute of Chartered Accountants.

• (iii) The Expert shall thereafter determine the Dispute as quickly as possible, but in any event no later than 10 Business Days after the Expert’s appointment.

• (iv) Sims and Mitsui must provide the Expert with all information which the Expert reasonably requires to enable him to determine the Dispute and must provide the other party to the Dispute with a copy of all information provided to the Expert.

• (v) The Expert’s determination as to the number of Top-Up Shares or the Subscription Price or whether the Diluting Event is a Cash Issue is final and binding in the absence of manifest error or proof that information relevant to the determination of the dispute was not provided to the Expert. In making that determination the Expert acts as an expert and not as an arbitrator.

• (vi) Sims and Mitsui must each pay half of the Expert’s costs of determining the Dispute.

2.3 Issue of Top-Up Shares

(a) Subscription Notice

Within 10 Business Days after the Acceptance Period Commencement Date, Mitsui may deliver to Sims a notice which, if delivered, must state:

• (i) the names of the members of the Mitsui Group that will subscribe for Top-Up Shares ( “Mitsui Subscribers” );

• (ii) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice;

• (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares);

• (iv) the Subscription Price;

• (v) if any consents, rulings or approvals are required to be obtained or any notices are required to be lodged in relation to the application for, or issue of, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted

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subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice);

• (vi) that each Mitsui Subscriber subscribing for Top-Up Shares is acquiring those Shares for its own account and not with a view to distribution within the meaning of Section 2(11) of the Securities Act and that Sims has made available to such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of Sims, and to acquire such additional information about the business and financial condition of Sims as such Person has requested, and all such information has been received; and

• (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sims:

• (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sims is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares;

• (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan;

• (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sims is under no obligation to register the Top-Up Shares except as otherwise agreed between the parties.

(b) Affiliates

Where the Subscription Notice names an Affiliate of Mitsui, that notice is given by Mitsui as agent for that Affiliate.

(c) Offer to Lapse if Subscription Notice not delivered

The offer contained in an Offer Notice lapses in respect of any Top-Up Shares for which it is not accepted by delivering a Subscription Notice within the time set out in clause 2.3(a).

(d) Regulatory Approvals

If Mitsui delivers a Subscription Notice which is expressed to be subject to receipt of any applicable consents, rulings or approvals or the lodgement of any notices required

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under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group ( “conditions” ), Mitsui must use its Best Efforts to enable those conditions to be satisfied as soon as reasonably practicable after it delivers the Subscription Notice (including providing any reasonable assistance requested by Sims to allow it to satisfy its obligations under clause 2.3(e)).

(e) Shareholder and ASX approvals and Disclosure Statements

• (i) Subject to clauses 2.3(j) and 2.3(e)(ii), Sims must:

• (A) use its Best Efforts to procure that any approvals from shareholders of Sims in their capacity as shareholders or ASX which may be required in connection with the issue of the Top-Up Shares are obtained;

• (B) notify Mitsui in writing when all approvals referred to in clause 2.3(e)(i) are obtained or if any such approval is refused; and

• (C) use its Best Efforts to provide all reasonable assistance to the members of the Mitsui Group in connection with the Mitsui Group obtaining any regulatory approvals which may be required in connection with the issue of the Top-Up Shares in addition to the approvals referred to in clause 2.3(e)(i).

• (ii) If Sims is required under the Act, or considers it prudent to obtain an independent expert’s report in order to obtain any approval from shareholders of Sims in their capacity as shareholders under clause 2.3(e)(i), the cost of that independent expert’s report must be paid for by Mitsui if the report is required by the Act and paid for by Sims if it is not required by the Act.

• (iii) If the Person or Persons to whom Sims issues any Shares pursuant to a Diluting Event is provided with a prospectus or other disclosure document under Chapter 6D of the Act, or any similar document under any Relevant Securities Laws in connection with the Diluting Event ( Disclosure Document ), Sims will use Best Efforts to include the offer for and the issue of the Top-Up Shares under that Disclosure Document or, in the case of a notice issued under section 708A(5) of the Act or a similar notice under any Relevant Securities Law ( Cleansing Notice ), Sims will use Best Efforts to provide an equivalent notice in relation to the issue of the Top-Up Shares or to take any other necessary steps to ensure the Top-Up Shares are free from restrictions on trading. The members of the Mitsui Group who are shareholders of Sims expressly acknowledge that a requirement for Sims to use Best Efforts to comply with this clause does not require Sims to include the offer and issue of Top-Up Shares under a Disclosure Document or issue a Cleansing Statement or take other steps if to do so would:

• (A) require Sims to disclose matters where disclosure at that time would, in Sims’ reasonable opinion, be detrimental to Sims;

• (B) delay or complicate the implementation or execution of the Diluting Event;

• (C) unduly restrict Sims’ ability to carry on its business; or

• (D) necessitate extending the period during which Sims has potential liability in respect of a Disclosure Document to a period which Sims considers unacceptable.

Top-Up Deed

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(f) Obligations of Mitsui Group

If Mitsui has delivered a Subscription Notice in respect of a Diluting Event, then within 3 Business Days after the date on which all conditions for the issue of the Top-Up Shares by Sims are satisfied, it must deliver to Sims applications for the issue of the Top-Up Shares signed by the members of the Mitsui Group named in the Subscription Notice and pay by bank cheque or telegraphic transfer to an account nominated by Sims, an amount equal to the total Subscription Price for the number of Top-Up Shares subscribed for.

(g) Issue of Top-Up Shares

If Mitsui has delivered a Subscription Notice in respect of a Diluting Event, Sims must allot and issue the Top-Up Shares and record the issue of those shares on Sims’ share register to the Mitsui Subscribers on the day Mitsui complies with clause 2.3(f). However, Sims shall be under no obligation to accept any Subscription Notice or to allot and issue the Top-Up Shares if Sims reasonably believes that the warranties referred to in clause 2.3(a)(vii)(A) are not accurate in relation to the allotment and issue or that the allotment and issue would involve effort, expense or risk in order to comply with any Relevant Securities Laws and has given prior notice to the Mitsui Subscribers of its reasons , provided that Mitsui may nominate another Mitsui Subscriber in respect of which the reasons do not apply and Sims shall then allot and issue the Top-Up Shares, and, in the case only of offers of Top-Up Shares governed by the Act and to which no other Relevant Securities Laws apply, this clause shall not apply if the aggregate subscription amount is greater than $500,000.

(h) Approvals not obtained

If:

(i) an issue of Top-Up Shares cannot occur due to the failure to obtain any shareholder approval referred to in clause 2.3(e)(i);

or

• (ii) a Subscription Notice is expressed to be subject to a condition referred to in clause 2.3(d) and all such conditions have not been satisfied on or before the date which is 30 Business Days after delivery of the Subscription Notice or if there is a Dispute, the date on which the Dispute is determined;

then:

• (A) the agreement to subscribe for the Top-Up Shares terminates;

• (B) the members of the Mitsui Group are not required to deliver applications or pay the Subscription Price in accordance with clause 2.3(f); and

• (C) Sims is not required to issue the Top-Up Shares in accordance with clause 2.3(g).

(i) Listing

Sims must use its Best Efforts to procure official quotation of any Top-Up Shares which are issued.

(j) Acknowledgment

Top-Up Deed

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The members of the Mitsui Group who are shareholders of Sims expressly acknowledge that a requirement for Sims to use Best Efforts to procure a matter under this Article shall not require Sims to:

• (i) issue a prospectus or other disclosure document under Chapter 6D of the Act, or any similar requirements under any Relevant Securities Laws, in respect of the proposed issue of Top-Up Shares (other than in the circumstances contemplated in clause 2.3(e) (iii)); and

• (ii) provide any representations, warranties or other covenants in relation to or in respect of any Shares issued or to be issued as part of a Top-Up Offer.

2.4 Commencement and Termination of Top-Up Rights

(a) Commencement of Top-Up Rights

The Top-Up Rights commence on completion of the acquisition of 25,079,792 fully paid ordinary shares in Sims (as adjusted) under the sale agreement dated 30 March 2007 between Hugo Neu Corporation, Mitsui and Mitsui & Co., Ltd.

(b) Top-Up Rights terminate if Aggregate Mitsui Group Shareholding below 15%

The Top-Up Rights terminate if at any time after commencement the Aggregate Mitsui Group Shareholding is less than 15% of the Shares on issue.

(c) Exemptions from clause 2.4(b)

For the purpose of clause 2.4(b), if there has been a Diluting Event and:

• (i) Sims has not complied with this clause 2 in respect of that Diluting Event; or

• (ii) the period for Mitsui to deliver a Subscription Notice under clause 2.3(a) in respect of that Diluting Event has not expired and Mitsui has not delivered a Subscription Notice in respect of that Diluting Event,

Sims will be deemed to have issued to the Mitsui Group (and members of the Mitsui Group will be deemed to have a beneficial interest in) the total number of Top-Up Shares for which the Mitsui Group is offered the right to subscribe in respect of that Diluting Event.

(d) Termination

This clause 2 ceases to apply from the termination of the Top-Up Rights in accordance with clause 2.4(b).

2.5 General

(a) Prohibition on enforceability

• (i) Any provision of, or the application of any provision of, this clause 2 which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

• (ii) Any provision of, or the application of any provision of this clause 2, which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of this clause 2 in that or any other jurisdiction.

Top-Up Deed

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• (iii) Application of this clause 2.5(a) is not limited by any other provision of this clause 2 in relation to severability, prohibition or enforceability.

(b) Waivers

• (i) Waiver of any right, power, authority, discretion or remedy arising upon a breach of or default under this clause 2 must be in writing and signed by the party granting the waiver. The members of the Mitsui Group who are shareholders of Sims acknowledge that:

• (A) a waiver provided in accordance with this clause is to be provided only by Mitsui; and

• (B) such waiver shall be deemed to be provided for and on behalf of and shall bind each member of the Mitsui Group that is a shareholder of Sims.

• (ii) A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy arising from a breach of or default under this clause 2, does not result in a waiver of that right, power, authority, discretion or remedy.

• (iii) A Person is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this clause 2 or default under this clause 2 as constituting a waiver of that right, power, authority, discretion or remedy.

• (iv) A Person may not rely on any conduct of another Person as a defence to exercise of a right, power, authority, discretion or remedy arising from a breach of or default under this clause 2 by that other Person.

• (v) This clause 2.5(b) may not itself be waived except in writing.

(c) Specific performance

Sims acknowledges that:

• (i) monetary damages alone would not be adequate compensation to the Mitsui Group for Sims’ breach of its obligations under this clause 2 and that accordingly specific performance of those obligations is an appropriate remedy; and

(ii) Sims:

• (A) submits to the non-exclusive jurisdiction of the courts of New South Wales to award the remedy of specific performance; and

• (B) will not, and waives any right to, resist or otherwise object to that remedy being awarded,

if a court of competent jurisdiction determines that Sims has breached this clause 2.

Top-Up Deed

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3 General

Further acts

• 3.1 Each party will promptly do everything necessary, including executing and delivering all further documents required by law or reasonably requested by the other party, to implement this Deed.

Amendments

• 3.2 The parties may only vary this Deed by a document signed by or on behalf of each of them.

Assignment

• 3.3 A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Deed without the other parties’ prior written consent.

Invalid or unenforceable provisions

• 3.4 If a provision in this Deed is invalid or unenforceable in a jurisdiction:

• (a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

• (b) that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.

Waiver

For the purposes of this Deed:

• 3.5 a waiver by a party of a provision of, or of a right under, this Deed is only binding on the party granting the waiver if the waiver is in writing and is signed by an authorised officer for the waiving party;

• 3.6 a waiver is effective only in the specific instance and for the specific purpose for which it is given;

• 3.7 a single or partial exercise of a right by a party does not preclude another exercise of that right or the exercise of another right; and

• 3.8 the failure to exercise, or the delay in exercising, a right does not operate as a waiver or prevent the party so failing to exercise or delaying in the exercise of its right from later exercising its right.

Counterparts

• 3.9 The parties may execute this Deed in counterparts and all counterparts taken together constitute one document.

Entire Agreement

• 3.10 To the extent permitted by law, in relation to the subject matter of this Deed, this Deed:

• (a) embodies the entire understanding of the parties and constitutes the entire terms agreed on among the parties; and

• (b) supersedes any prior agreement (whether or not in writing) among the parties.

Top-Up Deed

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Top-Up Deed

Governing law

• 3.11 This Deed is governed by the laws of New South Wales. Each party irrevocably and unconditionally:

• (a) submits to the non-exclusive jurisdiction of the Court; and

• (b) waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

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Execution

Executed as a deed

Signed by Sims Group Limited by a director and officer/director:

Signature of officer/director

Name of officer/director (please print)

) ) )

Signature of director

Name of director (please print)

Top-Up Deed

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Signed for and behalf of Votraint No. 1652 Pty Limited by its Attorney under a Power of Attorney dated 28 March 2007 and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:

Signature of witness

Name of witness (please print)

) ) ) ) ) ) ) Signature of attorney

Name of attorney (please print)

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Exhibit 4.3

AMENDMENT DEED

DATE 27 November 2007

PARTIES

Sims Group Limited ABN 69 114 838 630 (Sims)

Mitsui Raw Materials Development Pty Limited ACN 124 181 531 (Mitsui)

RECITAL

The parties wish to amend the Principal Document in the manner set out in this document.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

• The following definitions apply in this document.

• Principal Document means the Top-Up Deed dated 2 April 2007 between Sims and Mitsui.

1.2 Terms used in Principal Document

• (a) A term (other than a term defined in clause 1.1) that is defined in the Principal Document (as amended by this document) has the same meaning in this document.

• (b) Clauses 1.2 and 3 of the Principal Document apply to this document.

• AMENDMENT

2.1 Amendment to Principal Document

The Principal Document is amended as follows

• (a) Insert a new clause 2.1 (a)(iii) as follows:

• 2.1(a)(iii) For the purposes of this clause 2, the Aggregate Mitsui Group Shareholding shall be considered to be not less than 15% of the number of Shares on issue at the Relevant Time if the Aggregate Mitsui Group Shareholding would have been not less than 15% of the number of Shares on issue at the Relevant Time but for any dilution as a result of any issue of Shares referred to in sub-paragraphs (a)(i), (ii), (iii) and (iv) of the definition of “Diluting Event” occurring within the 12 months preceding the Relevant Time.

• (b) In clause 2.3(a), delete the words “10 Business Days” and replace them with “12 Business Days”.

• (c) Delete clause 2.4(b) and replace it with the following new clause 2.4(b):

2.4(b) Top-Up Rights terminate

The Top-Up Rights terminate if at any time after commencement the Aggregate Mitsui Group Shareholding is less than 15% of the Shares on issue (“Termination Date”) unless the Aggregate Mitsui Group Shareholding would have been not less than 15% of the Shares on issue but for any dilution as a result of any issue of Shares referred to in sub-paragraphs (a)(i), (ii), (iii) and (iv) of the definition of “Diluting Event” occurring within the 12 months preceding the Termination Date.

2.2 Effect of amendment

• (a) Except as expressly amended by this document, the Principal Document is confirmed and remains in full force and effect.

• (b) This document amends the Principal Document with effect from the date of the Principal Document.

• (c) The Principal Document and this document will be read and construed as one document.

EXECUTED as a deed.

EXECUTED by Sims Group Limited:

/s/ Jeremy L. Sutcliffe /s/ Frank Moratti Signature of director Signature of secretary

Jeremy L. Sutcliffe Name

Frank Moratti Name

EXECUTED by Mitsui Raw Materials Development Pty Limited:

/s/ Stephen Menzies Signature of director

Stephen Menzies Name

/s/ Ian Williams Signature of director Ian Williams Name

Exhibit 5.1

February 8, 2008

Sims Group Limited Sims Group House 41 McLaren Street Level 6 North Sydney New South Wales 2060, Australia

Dear Sirs

We have acted as Australian counsel for Sims Group Limited, a corporation incorporated under the laws of the State of Victoria, Australia (the “Company”), in connection with the registration statement on Form F-4 (File No. 333-147659) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 28, 2007, as amended on January 17, 2008 and February 8, 2008 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance of up to 55,134,600 ordinary shares of the Company (the “Shares”) underlying the American Depositary Shares to be issued by the Company in connection with the merger (the “Merger”) of MMI Acquisition Corporation, a Delaware corporation (the “Acquisition Corporation”), with and into Metal Management, Inc., a Delaware corporation (“MMI”), pursuant to the Agreement and Plan of Merger dated as of September 24, 2007 by and among the Company, the Acquisition Corporation and MMI (the “Merger Agreement”).

We have reviewed executed facsimile copies of the Merger Agreement, and we have examined and relied upon the originals, or photostatic or certified copies, of such records of the Company , including the Company’s constitution, resolutions of the directors of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion set forth below. In such examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (iv) the authenticity of the originals of such copies, (v) that all documents submitted to us are true and complete, (vi) that resolutions of the directors of the Company that we have relied upon for the purposes of this letter opinion will not be varied or revoked after the date of this letter and that (A) the meeting of the directors of the Company at which the resolutions were considered was properly convened; (B) all directors who attended and voted were entitled to do so; (C) the resolutions were properly passed; and (D) the directors have performed their duties properly and all provisions relating to the declaration of directors’ interests or the power of interested directors were duly observed, (vii) that the execution and performance of the Merger Agreement materially benefits the Company and was entered into in good faith for the purpose of the Company’s business, (viii) the performance of any obligations under the Merger Agreement does not involve any contravention of the provisions governing the giving of

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a financial benefit to a related party contained in Chapter 2E of the Corporations Act 20001 (Cth), (ix) that MMI has all power and authority to execute, deliver and perform its obligations under the Merger Agreement, (x) that the Merger Agreement has been duly and validly authorized, executed, and delivered by all parties to it, (xi) that the Merger Agreement is valid and binding on each of the parties to it, enforceable against each of the parties to it in accordance with its terms, (xii) each natural person signing any document reviewed by us had the legal capacity to do so and to perform his or her obligations thereunder, and (xiii) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorised, and when issued in connection with the Merger in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and non-assessable. For the purpose of this opinion, the term “non-assessable”, when used to describe the liability of a person as the registered holder of shares has no clear meaning under the laws of New South Wales, Victoria or the Commonwealth of Australia, so we have assumed those words to mean that holders of such Shares, having fully paid up in all amounts due on such Shares as to nominal amount and premium thereon, are under no personal liability to contribute to the assets and liabilities of the Company in their capacities purely as holders of such Shares.

The opinion expressed above is limited to the laws of New South Wales, Victoria and the Commonwealth of Australia and we do not express any opinion as to the effect of any other laws.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion letter may not be relied upon by any person or entity other than you, quoted in whole or in part or otherwise referred to in any report or document, furnished to any other person or entity (other than your legal counsel and employees) or relied upon for any purpose other than in connection with consummating the transactions described herein without our prior written approval. This opinion letter will be deemed to have been delivered as of the date of effectiveness of the Registration Statement and will speak as of such date.

We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

/s/ BAKER & McKENZIE

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King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 ww.kslaw.com

==> picture [224 x 20] intentionally omitted <==

February 8, 2008

Metal Management, Inc. 325 North LaSalle Street Suite 550 Chicago, Ill 60610

Ladies and Gentlemen:

We have acted as counsel to Metal Management, Inc., a Delaware corporation (the “Company” ), in connection with the Agreement and Plan of Merger dated as of September 24, 2007 (the “Merger Agreement” ), between and among Sims Group Limited, a corporation organized under the laws of Victoria, Australia ( “Parent” ), MMI Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ( “Merger Sub” ), and the Company, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned direct subsidiary of Parent (the “Merger” ) on the terms and conditions set forth therein.

For the purposes of this letter, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

INFORMATION RELIED UPON

In rendering our opinion, we have examined such documents as we have deemed appropriate, including (i) the Merger Agreement, (ii) the Registration Statement on Form F-4 (the “Registration Statement” ) filed by Parent with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the Merger, and (iii) the representation letters of Parent and the Company delivered to us for purposes of this opinion (the “Representation Letters” ), containing representations about factual matters relating to the Merger. In addition, we have examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents, and other instruments and have made other such inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and

Metal Management, Inc. February 8, 2008 Page 2

the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

We have assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are accurate and complete and will remain accurate and complete at all times up to and including the Effective Time, (iii) the factual representations made by Parent and the Company in the Representation Letters are and will remain accurate and complete at all times up to and including the Effective Time, and (iv) any factual representations made in the Merger Agreement or the Representation Letters “to the best knowledge of,” or based on the belief of, Parent or the Company or similarly qualified are accurate and complete and will remain accurate and complete at all times up to and including the Effective Time, in each case without such qualification. We also have assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.

OPINION

It is our opinion that (i) for U.S. federal income tax purposes, the Merger will constitute a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code, and (ii) the material U.S. federal income tax consequences of the Merger to holders of the Company’s common stock will be as described in the Registration Statement under the caption “Material United States Federal Income Tax Consequences,” subject to the qualifications and limitations set forth therein.

Our opinion is based upon existing statutory, regulatory, and judicial authority, any of which may be changed at any time with retroactive effect. In addition, our opinion is based solely on the documents that we have examined, the additional information that we have obtained, and the statements of fact set out herein that we have assumed, with your consent, to be accurate and complete. Our opinion cannot be relied upon if any of the facts contained in such documents or in any such additional information is, or later becomes, inaccurate or if any of the assumed facts set out herein is, or later becomes, inaccurate. Finally, our opinion is limited to the tax matters specifically covered thereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Merger.

Very truly yours,

/s/ KING & SPALDING LLP

Exhibit 10.1

SIMS GROUP LIMITED

RULES OF THE DIVIDEND REINVESTMENT PLAN

1. Definitions and interpretation

1.1 In these Rules, unless the context otherwise requires:

Allocation means the issue of new Shares or the transfer of Shares acquired in the market for the purposes of the DRP, to Participants under the DRP, as the case may be, and Allocate and Allocated have corresponding meanings.

Allocation Price means the price at which Shares will be Allocated under the DRP calculated in accordance with rule 7.5.

ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

Average Market Price during a Pricing Period means the arithmetic average (rounded to the nearest cent) of the daily volume weighted average market price of all Shares sold on the ASX automated trading system during that Pricing Period, excluding trades otherwise than in the ordinary course of trading (including any transaction defined in the ASX Business Rules as ‘special’, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours phase, exercises of options over Shares, any overnight crossings and any other sales which the Board considers may not be fairly reflective of natural supply and demand).

Board means the board of directors of Sims Group.

Discount means the percentage discount (if any) determined by the Board from time to time to be applied in calculating the Allocation Price per Share under rule 7.5.

Dividend means any dividend announced and payable by Sims Group on Shares and includes any distribution in relation to any other security that the Board determines may participate in the DRP.

Dividend Payment for a Shareholder means the Dividend multiplied by the number of Shares held by that Shareholder as at the relevant Dividend Record Date, less any withholding tax or any other amounts Sims Group is entitled or required to deduct from the payment.

Dividend Payment Date means the date on which the Dividend is payable, as announced by Sims Group.

Dividend Record Date means the date and time, as determined by the Board, at which a person holds or is taken to hold Shares for the purpose of determining the entitlement of Shareholders to Dividends.

DRP means the Plan to which these Rules apply, as varied from time to time.

Eligible Shareholder has the meaning given in rule 2.

Full Participation means a degree of participation in the DRP under which all of a Participant’s Shares from time to time (subject to the Maximum Participating Holding (if any)), including Shares subsequently acquired by the Participant under the DRP or otherwise, are Participating Shares.

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Listing Rules means the listing rules of ASX and any other rules of ASX which are applicable while Sims Group is admitted to the official list of ASX, except to the extent of any waiver by ASX.

Maximum Participating Holding means the number of Shares (if any) determined by the Board from time to time under rule 4.1(b).

Minimum Participating Holding means the number of Shares (if any) determined by the Board from time to time under rule 4.1(a).

Partial Participation means less than a Shareholder’s full holding of Shares (or less than the Maximum Participating Holding (if any)) are Participating Shares.

Participant means a Shareholder some or all of whose Shares are Participating Shares.

Participating Shares means Shares which a Participant has validly specified for participation in the DRP or which are otherwise taken under these Rules to participate in the DRP.

Plan means the Sims Group Dividend Reinvestment Plan.

Plan Election Form means the form relating to the DRP used by an Eligible Shareholder to apply for, vary or terminate participation in the DRP, approved by the Board from time to time.

Pricing Period means such period as the Board may determine from time to time, being a period of not less than 5 Trading Days commencing on such date as the Board may determine (which date may be before, on or after the Dividend Record Date).

Related Body Corporate has the same meaning as in section 50 of the Corporations Act.

Rules means these rules of the DRP as varied from time to time.

Share means a fully paid ordinary share in the capital of Sims Group and may, at the discretion of the Board, include any other security, including convertible securities and debt instruments, issued by Sims Group or a Related Body Corporate of Sims Group from time to time.

Shareholder means a registered holder of Shares at a relevant Dividend Record Date.

Share Registry means the share registry that maintains the Share register of Sims Group from time to time.

Sims Group means Sims Group Limited (ABN 69 114 838 630).

Trading Day means a full day on which Shares are quoted, and not suspended from quotation or made subject to a trading halt on ASX, provided that a day on which ASX is closed or on which trading on ASX is suspended is not a Trading Day.

• 1.2 In these Rules headings are for convenience only and do not affect interpretation and:

• (a) words importing the singular include the plural and vice versa;

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• (b) words importing a gender include any gender;

• (c) other parts of speech and grammatical forms of a word or phrase defined have a corresponding meaning; and

• (d) any reference in these Rules to any enactment, part of an enactment or the Listing Rules includes a reference to that enactment, part or those Listing Rules as from time to time amended, consolidated, re-enacted or replaced and, in the case of an enactment, all regulations and statutory instruments issued under it;

• (e) unless otherwise expressly stated, “including” means” including but not limited to” and “include” and “includes” have corresponding meanings; and

• (f) a reference to a body, whether statutory or not:

• (i) which ceases to exist; or

• (ii) whose powers or functions are transferred to another body,

• is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

2. Eligibility to participate

• 2.1 Participation in the DRP is subject to these Rules.

• 2.2 Participation in the DRP by Eligible Shareholders:

• (a) is optional and voluntary;

• (b) is not transferable; and

• (c) may be varied or terminated at any time in accordance with rule 10.

• 2.3 Subject to rule 2.4 and rule 2.5, an Eligible Shareholder is, in respect of a particular Dividend Record Date, a person who, at that Dividend Record Date, was recorded in Sims Group’s Share register as a registered holder of at least the Minimum Participating Holding (if any) and whose address in Sims Group’s Share register:

• (a) is in Australia; or

• (b) is in a jurisdiction in which the Board is satisfied that the offer and issue or transfer of Shares under the DRP is lawful and practicable,

  • provided that the Board may determine that a Shareholder, or a class of Shareholders, are not Eligible Shareholders if they are, or hold Shares on behalf of other persons who are, resident outside the jurisdictions mentioned in paragraphs (a) and (b) of this rule 2.3.

• 2.4 The Board has the discretion to refuse to accept any person’s Shares for participation in the DRP and to suspend or withdraw any person’s Shares from participation if the Board considers that the participation of those Shares may breach any law, the Listing Rules or a provision of Sims Group’s constitution.

• 2.5 The Board is entitled to make a final determination as to whether any particular Shareholder is an Eligible Shareholder within the terms of these Rules or not, and to change any such determination, as and when it sees fit. In making this determination, the Board may consider, among other things, whether such participation would or

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may be impracticable, impossible or illegal and any actual or anticipated inconvenience or expense in allowing, or investigating the possibility of allowing, such participation.

3. Application to participate and extent of participation

• 3.1 Application to participate in the DRP must be made on a Plan Election Form. Upon receipt by the Share Registry of a duly completed and executed Plan Election Form from an Eligible Shareholder, that Shareholder’s participation commences from the next Dividend Record Date.

• 3.2 The Board may determine that Eligible Shareholders may lodge a Plan Election Form electronically either through Sims Group’s website or that of an authorised third party. The availability of such facility (if any) will be referred to on Sims Group’s website and by notice to ASX. Any Plan Election Form lodged electronically must comply with the applicable terms and conditions of the electronic lodgement facility.

• 3.3 Participation may be either full or partial. A Plan Election Form must specify whether the Shareholder has elected Full Participation or Partial Participation, and if Partial Participation is indicated, the Plan Election Form must clearly specify the number of Shares that are to be Participating Shares.

• 3.4 Under Full Participation, all Shares registered in the Participant’s name from time to time (subject to the Maximum Participating Holding (if any)) are Participating Shares. Where a Shareholder is a full Participant, all Shares subsequently acquired by that Participant (whether under the DRP or otherwise) will be Participating Shares, subject to:

• (a) any subsequent disposal of Shares;

• (b) any changes to the extent of that Participant’s participation; and

• (c) the Maximum Participating Holding (if any).

• 3.5 Under Partial Participation, only that number of Shares specified in the Plan Election Form by the Shareholder as participating are subject to the DRP (subject to the Minimum Participating Holding (if any) or the Maximum Participating Holding (if any)).However, if at the relevant Dividend Record Date the number of Shares held by the Participant is less than the specified number of Shares, the DRP applies to the lesser number of Shares. Where a Shareholder is a partial Participant, Shares in excess of the number specified as participating that are subsequently acquired by that Shareholder (whether under the DRP or otherwise), will not participate in the DRP unless that Shareholder alters the participation level in accordance with rule 10. This means that where the Shareholder has disposed of Shares and then acquired more Shares, newly acquired Shares will participate up to the number originally specified.

• 3.6 If a Plan Election Form does not clearly indicate the level of participation in the DRP, it will be deemed to be an application for Full Participation.

• 3.7 If a shareholding account appearing in Sims Group’s Share register relates to a broker’s clearing account, or a trustee or nominee, and the broker, trustee or nominee notifies Sims Group that the relevant Shares are held for a number of different persons and specifies the number of Shares held for each of such persons as at a particular Dividend Record Date (although the names of such persons need not be specified), then each such holding shall, as at that Dividend Record Date, be taken to represent a separate Shareholder for the purpose of the Minimum Participating Holding (if any) and the Maximum Participating Holding (if any), and these Rules will be read and interpreted accordingly.

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• 3.8 If an Eligible Shareholder has more than 1 holding of Shares and wishes to participate in the DRP with respect to 1 or more such holdings, a Plan Election Form must be lodged with respect to each separate shareholding that is to participate.

• 3.9 If Shares are jointly held by 2 or more Eligible Shareholders, all joint holders of such Shares must sign a single Plan Election Form for it to be valid. If 1 or more of the joint holders of the Shares is not an Eligible Shareholder, none of the joint holders can apply to participate in the DRP with respect to the Shares jointly held.

4. Minimum and Maximum Participation

• 4.1 The Board may, from time to time, determine:

• (a) a minimum permitted number of Participating Shares per Participant; and/or

• (b) a maximum permitted number of Participating Shares per Participant,

• whether in respect of a particular Dividend, or Dividends generally.

• 4.2 If the Board makes a determination under rule 4.1, the determination will be notified on Sims Group’s website and provided by notice to ASX.

• 4.3 To the extent that a Plan Election Form has specified a number of Participating Shares in excess of a prevailing Maximum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise exceed that limit), for so long as that limit applies:

• (a) the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be that limit; and

• (b) any Shares specified in the Plan Election Form as Participating Shares in excess of that limit (including an election of Full Participation where the number of Participating Shares would otherwise exceed that limit) are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by Sims Group in accordance with its usual arrangements for the payment of Dividends.

• 4.4 To the extent that a Plan Election Form has specified a number of Participating Shares less than a prevailing Minimum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise be less than that limit), for so long as that limit applies:

• (a) the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be zero; and

• (b) any Shares specified in the Plan Election Form as Participating Shares less than that limit (including an election of Full Participation where the number of Participating Shares would otherwise be less than that limit) are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by Sims Group in accordance with its usual arrangements for the payment of Dividends.

5. Acceptance and effectiveness of applications

• 5.1 Subject to rule 5.4, an Eligible Shareholder’s participation in the DRP will commence from the first Dividend Record Date following receipt by the Share Registry of the

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Eligible Shareholder’s Plan Election Form and will continue for so long as the Plan Election Form is effective under rule 5.2.

• 5.2 Subject to rule 2.3, rule 5.3 and rule 5.4, a Plan Election Form validly submitted or otherwise accepted by the Board is effective:

• (a) from the date the Plan Election Form is received by the Share Registry;

• (b) in respect of a Dividend, only if it is received prior to the relevant Dividend Record Date;

• (c) until:

  • (i) the Participant varies or terminates participation in the DRP pursuant to these Rules; or

  • (ii) termination of the DRP; and

• (d) until the Participant ceases to be an Eligible Shareholder. The Plan Election Form will become effective again if and at such time as the Shareholder recommences to be an Eligible Shareholder.

• 5.3 A Plan Election Form received on or after a Dividend Record Date is not effective in respect of that Dividend but is effective from the next relevant Dividend Record Date.

• 5.4 The Board may:

• (a) accept or reject a Plan Election Form which is not properly completed or signed; and

• (b) correct any error in, or omission from, a Plan Election Form, prior to acceptance under rule 5.4(a).

6. The significance of applying to participate

• 6.1 By applying to participate in the DRP, a Shareholder:

• (a) warrants to Sims Group that it is an Eligible Shareholder;

• (b) authorises Sims Group (and its officers or agents) to correct any error in, or omission from, its Plan Election Form;

• (c) acknowledges that Sims Group may at any time irrevocably determine that the applicant’s Plan Election Form is valid, in accordance with these Rules, even if the Plan Election Form is incomplete, contains errors or is otherwise defective;

• (d) acknowledges that Sims Group may reject any Plan Election Form;

• (e) consents to the establishment of a DRP account on its behalf;

• (f) consents to any residual balance produced by the calculation in rule 7.2 being dealt with in accordance with rule 7 (including the donation of the residual balance in its DRP account to 1 or more registered charities, in the circumstances set out in rule 7.3);

• (g) agrees to the appointment of a nominee or trustee nominated by Sims Group as the Participant’s agent to acquire Shares on market or off market, where

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• Sims Group decides to Allocate Shares to Participants by transferring existing Shares in accordance with rule 8;

• (h) acknowledges that Sims Group may arrange for the DRP to be fully or partially underwritten in respect of any one or more Dividends;

• (i) acknowledges that neither Sims Group nor the Share Registry has provided the applicant with investment, taxation or other advice and that neither has any obligation to provide this advice concerning participation in the DRP; and

• (j) unconditionally agrees to the Rules and agrees not to do any act or thing which would be contrary to the spirit, intention or purpose of the DRP,

in each case, at all times until termination of the DRP or of the Participant’s participation in the DRP.

7. Reinvestment of Dividends and residual balances

• 7.1 Each Dividend Payment which is payable to a Participant in respect of Participating Shares will be applied by Sims Group on the Participant’s behalf in acquiring additional Shares by issue or transfer in accordance with these Rules.

• 7.2 Sims Group will establish and maintain a DRP account for each Participant. Sims Group will in respect of each Dividend payable to a Participant:

• (a) determine the Dividend Payment in respect of that Participant’s Participating Shares;

• (b) credit the amount in rule 7.2(a) to the Participant’s DRP account, and that payment constitutes payment of the Dividend on the Participant’s Participating Shares;

• (c) determine the maximum whole number of additional Shares which may be acquired under the DRP at the Allocation Price by dividing the amount in the Participant’s DRP account by the Allocation Price and rounding that number down to the nearest whole number;

• (d) on behalf and in the name of the Participant, subscribe for or purchase the number of Shares determined under rule 7.2(c) and debit the Participant’s DRP account with the total of the price for the Allocated Shares; and

• (e) retain in the Participant’s DRP account, without interest, any cash balance remaining except that Sims Group may on request by the Participant pay any such amount to the Participant (but is not obliged to do so).

• 7.3 A residual balance in a Participant’s DRP account will remain in the Participant’s DRP account until:

• (a) unless rule 7.3(b) or rule 7.3(c) applies, the next Dividend Payment Date, when it will be aggregated with any further Dividend Payment credited to the DRP account;

• (b) unless rule 7.3(c) applies, the next Dividend Payment Date, when it will be paid to the Participant along with, and (where practicable) by the same means as, the Participant’s Dividend Payment, if the DRP has been terminated by Sims Group pursuant to these Rules; or

• (c) if the Participant has ceased to participate in the DRP for any other reason, at the time of cessation of participation the Participant is taken to have directed

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Sims Group to donate the amount on behalf of the Participant to 1 or more registered charities, nominated by the Board from time to time. Participants will not be issued with a receipt in connection with such a donation.

• 7.4 No interest will accrue to a Participant in relation to any residual balance recorded in the Participant’s DRP account.

• 7.5 Shares are Allocated under the DRP at the Allocation Price which is the Average Market Price of Shares (to a number of decimal places determined by the Board) during the Pricing Period, less the Discount (if any) determined by the Board, rounded to the nearest cent.

• 7.6 The Average Market Price must be calculated by the Board or another suitable person nominated by the Board, by reference to information the Board approves for that purpose from time to time. The determination by the Board or its nominee of the Allocation Price is binding on all Participants.

• 7.7 A Discount (if any) or Pricing Period may be different from one Dividend to the next, and either may be determined or varied by announcement on Sims Group’s website and to ASX at any time, but any such variation will not apply to Dividends already announced.

8. Allocation of Shares

• 8.1 In the operation of the DRP for any Dividend Payment Date, Sims Group may, in its discretion, either issue new Shares or cause existing Shares to be acquired in the market for transfer to Participants (or undertake a combination of both options), to satisfy Sims Group’s obligations under these Rules.

• 8.2 If Sims Group determines to cause the transfer of Shares to Participants, those Shares may be acquired in the market in such manner as Sims Group considers appropriate.

• 8.3 All Shares newly issued under the DRP will, from the date of Allocation, rank equally in all respects with existing Shares unless the Board determines that they are not to participate in any offer of Shares open when the Shares are issued under the DRP.

• 8.4 Shares will be Allocated within the time required by ASX.

• 8.5 Shares Allocated pursuant to the DRP will be registered on the Share register on which the Participant already holds Shares or if the Participant holds Shares on more than 1 Share register, on the Share register which Sims Group determines.

• 8.6 Sims Group will make application promptly after each Allocation of newly issued Shares for quotation of those Shares on ASX.

9. Despatch of DRP statements

On, or as soon as practicable after, each Dividend Payment Date, Sims Group must forward to each Participant a statement in a form determined by the Board that may include, for example:

• (a) the number of the Participant’s Participating Shares as at the relevant Dividend Record Date;

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• (b) the amount of the relevant Dividend Payment in respect of the Participant’s Participating Shares (including any amounts deducted from the dividend payable);

• (c) the amount (if any) in the Participant’s DRP account immediately prior to the payment of the relevant Dividend;

• (d) the number of Shares Allocated to the Participant under these Rules and the date of Allocation of those Shares;

• (e) the cash balance (if any) retained in the Participant’s DRP account after deduction of the amount payable on Allocation of the additional Shares;

• (f) the Participant’s total holding of Shares after Allocation;

• (g) the Allocation Price of each Share Allocated to the Participant;

• (h) the franked amount (if any) of the Dividend Payment and the franking credit (if any) attached to the Dividend; and

• (i) any other matters required by law to be included, or which the Board considers appropriate to include.

10. Variation or termination of participation

• 10.1 A Participant may at any time give written notice to Sims Group via the Share Registry using the Plan Election Form:

• (a) increasing or decreasing the number of Shares participating in the DRP; or

• (b) terminating participation in the DRP.

• The alteration or termination takes effect in accordance with rule 5.

• 10.2 If a Participant increases the level of participation in the DRP to Full Participation, rule 3.4 applies.

• 10.3 If a Participant decreases the level of participation in the DRP or increases the level of participation in the DRP to a level below Full Participation, rule 3.5 applies.

• 10.4 If a Participant dies, participation in the DRP terminates upon receipt by Sims Group of written notice of the death. If a Participant is declared bankrupt or is wound-up, participation in the DRP terminates upon receipt by Sims Group of a notification of bankruptcy or winding-up from the Participant or the Participant’s trustee in bankruptcy or liquidator, as the case may be. The death, bankruptcy or winding-up of 1 or more joint holders does not automatically terminate participation provided the remaining holder or all remaining joint holders are Eligible Shareholders.

11. Reduction or termination of participation where no notice is given

• 11.1 Where all of a Participant’s Shares are Participating Shares and the Participant disposes of some only of those Shares then, subject to rule 10.1, the remaining Shares held by the Participant continue to be Participating Shares.

• 11.2 Where some only of a Participant’s Shares are Participating Shares and the Participant disposes of part of the Participant’s total shareholding, then the Shares

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disposed of are deemed not to be Participating Shares. If the number of Shares disposed of is more than the number of the Participant’s Shares not participating in the DRP, the disposal is deemed to include all the Participant’s shareholding not participating in the DRP, and the balance (if any) will be attributed to Participating Shares.

• 11.3 Where a Participant disposes of all its Shares, the Participant is deemed to have terminated participation in the DRP with respect to the shareholding on the date Sims Group registers a transfer or instrument of disposal of the Participant’s holding.

12. Variation, suspension, reinstatement and termination of the DRP or these Rules

• 12.1 The DRP or these Rules may be varied, suspended (or reinstated) or terminated by the Board at any time by notification on Sims Group’s website and by notice to ASX.

• 12.2 The variation, suspension, reinstatement or termination takes effect upon the date specified by the Board and the variation, suspension, reinstatement or termination does not give rise to any liability on the part of, or right or action against, the Board or Sims Group or its officers, employees or agents.

• 12.3 If the DRP or these Rules are varied, a Participant continues to participate under the DRP and these Rules in their varied form unless the Participant terminates its participation in the DRP by submitting a Plan Election Form in accordance with these Rules.

• 12.4 If the DRP is suspended, an election as to participation in the DRP will also be suspended and all Shares are deemed to be nonParticipating Shares for the purpose of any Dividend paid while the DRP is suspended. Upon reinstatement of the DRP, all prior elections are reinstated subject to any Plan Election Form validly given by the Shareholder prior to the next Dividend Record Date after the reinstatement of the DRP, unless the Board determines otherwise.

13. Costs to Participants

No brokerage, commission, stamp duty or other transaction costs will be payable by Participants in respect of the Allocation of Shares under the DRP. However, a Participant assumes liability for any taxes, stamp duty or other imposts assessed against or imposed on the Participant.

14. General

• 14.1 Sims Group will record, with respect to each Participant:

• (a) the name and address of the Participant (being the name and address in Sims Group’s Share register, from time to time); and

• (b) the number of Participating Shares held by the Participant from time to time.

• Sims Group’s records are conclusive evidence of the matters recorded in them.

• 14.2 Sims Group will announce the Pricing Period and the Discount (if any) applicable to the DRP for any Dividends payable on a particular Dividend Payment Date at or around the same time it announces the Dividend.

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• 14.3 The Board may delegate any of its powers, discretions or functions under these Rules to any person including the Share Registry.

• 14.4 Any Dividend payable on Participating Shares which Dividend Sims Group is entitled to retain as a result of a charge or lien in favour of Sims Group in accordance with the constitution of Sims Group, or other requirement of law, are not available for the purpose of participating in the DRP.

• 14.5 Subject to the constitution of Sims Group, the Board may:

• (a) implement the DRP in the manner the Board thinks fit; and

• (b) settle any difficulty, anomaly or dispute which may arise either generally or in a particular case in connection with, or by reason of, the operation of the DRP or these Rules as the Board thinks fit, whether generally or in relation to any Shareholder or DRP account or any Shares, and the determination of the Board is conclusive and binding on all relevant Shareholders and other persons to whom the determination relates.

• 14.6 Neither Sims Group nor any officer, employee, agent or adviser of Sims Group is liable or responsible to any Participant for any loss or alleged loss or disadvantage suffered or incurred by a Participant as a result, directly or indirectly, of any one or more of:

• (a) the establishment or operation of the DRP;

• (b) participation in the DRP; or

• (c) any advice given with respect to participation in the DRP by any person.

• 14.7 The accidental omission by Sims Group or the Board to give any notice under these Rules to any Shareholder, ASX or any other person will not invalidate any act, matter or thing.

• 14.8 The DRP, its operation and these Rules are governed by the laws of the State of New South Wales, Australia and each Shareholder submits to the jurisdiction of the Courts of that State and the Courts which may hear appeals from those Courts.

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Exhibit 10.2

SIMS GROUP LIMITED ACN 114 838 630

EXECUTIVE LONG TERM INCENTIVE PLAN RULES

PAGE

1

2

1

3

2

4

2

6

5

6

6

CONTENTS

1

INTRODUCTION

1.1 Purpose of plan 1.2 Risks

INVITATION TO PARTICIPATE

2.1 Board’s discretion to make Invitations 2.2 Form of Invitation 2.3 Minimum parcel

ACQUISITION OF PLAN SHARES

3.1 Applications 3.2 Allotment 3.3 Holding and Stock Exchange quotation

FINANCIAL ASSISTANCE

4.1 Request for Financial Assistance 4.2 When application made 4.3 Form of application 4.4 Acceptance and terms 4.5 When Financial Assistance repayable 4.6 Reduction of indebtedness 4.7 Amount repayable 4.8 Limited recourse 4.9 Surplus on sale 4.10 Dividends and Rights

SECURITY FOR FINANCIAL ASSISTANCE

5.1 Security 5.2 Other security 5.3 Terms of security

ALTERATION OF TERMS AND PROVISIONS OF PLAN

6.1 Discretion to vary Plan 6.2 Foreign Awards

PERIOD OF PLAN

7

7

PAGE

8	EXPENSES	7
9	SHARES SUBJECT OF PLAN	7
10	TRANSFERS OF PLAN SHARES TO THE COMPANY	7

10.1	Participating Employee to assist
10.2	Attorney
10.3	Compliance with laws

11 INTERPRETATION

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11.1 Definitions 11.2 Construction 11.3 Headings

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1 INTRODUCTION

1.1 Purpose of plan

The Company has established this Plan to encourage Employees to share in the ownership of the Company, in order to promote the longterm success of the Company as a goal shared by the Employees.

1.2 Risks

There are risks associated with participation in the Plan. These include the risk that the Plan Shares will lose value and that Participating Employees may not benefit from their investment in Plan Shares. Employees should ensure that they understand the risks before accepting an invitation to participate in the Plan.

2 INVITATIONS TO PARTICIPATE

2.1 Board’s discretion to make Invitations

The Board may from time to time invite any Employee to apply to participate in the Plan (including Employees who are already or have previously been a Participating Employee). Subject to this Rule 2, the Board has an absolute discretion in determining whether to make an Invitation, when to make an Invitation, and the number of Plan Shares (if any) that an Employee is invited to subscribe for.

2.2 Form of Invitation

An Invitation shall be in writing signed by a director of the Company and shall specify:

• (a) the total number of Plan Shares for which the Employee may subscribe;

• (b) the Subscription Price or method for calculating the Subscription Price for a Plan Share;

• (c) the terms and conditions of the Financial Assistance offered;

• (d) the Performance Hurdles applicable to the Invitation;

• (e) the time within and the method by which the Invitation may be accepted; and

• (f) any other terms and conditions applicable to the Invitation determined by the Board.

2.3 Minimum parcel

An Invitation must be for a minimum parcel of one hundred (100) Plan Shares and an Employee must accept at least a minimum parcel of one hundred (100) Plan Shares or a number of Plan Shares being a multiple of one hundred (100).

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3 ACQUISITION OF PLAN SHARES

3.1 Applications

An Invitation may be responded to in whole or in part by the invited Employee or a Nominee signing and returning the form of application attached to the Invitation (“Application Form”) to the Company by the time specified in the Invitation (or such later time as the Company may allow), together with a duly completed Finance Application Form. Any application by an Employee or Nominee to participate in the Plan shall be taken to be accepted by the Company if, and on the date, the Company allots shares to the Employee or Nominee (as the case may be) following receipt by the Company of the Application Form.

3.2 Allotment

The Company may, upon receipt from an Employee or Nominee of a duly completed Application Form and a duly completed Finance Application Form, allot to the Employee or Nominee (as the case may be) the number of Plan Shares applied for, credited as fully paid up.

Under no circumstances will shares be allotted under this clause if to do so would be in breach of the Corporations Act or any Listing Rules.

3.3 Holding and Stock Exchange quotation

As soon as practicable after the allotment of Plan Shares by the Company to a Participating Employee the Company shall arrange an uncertificated holding in the name of the allottee in respect of the Plan Shares so allotted.

While any Plan Shares are pledged as security for Financial Assistance pursuant to Rule 5, or are subject to Performance Hurdles, dealings in Plan Shares will be restricted provided that a Participating Employee may transfer such Plan Shares to a Nominee with the approval of the Board, in which case such restrictions on dealing with the Plan Shares that apply in respect of the Participating Employee shall likewise apply in respect of the Nominee. The Board may, in its absolute discretion, determine the nature of the restrictions on dealings (eg holding locks) to be applied to Plan Shares.

4 FINANCIAL ASSISTANCE

4.1 Request for Financial Assistance

An Employee or Nominee who responds to an Invitation by returning an Application Form to the Company shall apply to the Company for Financial Assistance to finance the Employee’s or Nominee’s (as the case may be) subscription for Plan Shares.

4.2 When application made

An application for Financial Assistance shall be made at the time of returning the Application Form to the Company.

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4.3 Form of application

Each application for Financial Assistance shall be made on a form approved by the Company duly completed and signed by the Employee or Nominee (as the case may be) (‘Finance Application Form’). The Company shall set out in the Finance Application Form the terms and conditions of the Financial Assistance, which shall be supplemental to and not inconsistent with the terms and conditions contained in this Rule 4.

4.4 Acceptance and terms

• (a) Subject to Rule 4.4 (b), the Company will, on accepting an Application Form and subject to clause 4.4 (b), be obliged to accept a duly completed and signed Finance Application Form by making a loan to the Borrower on the terms and subject to such conditions set out in the Finance Application Form and in these Rules.

• (b) In any event, the Company will not accept a Finance Application Form under this Rule if to do so would be in breach of the Corporations Act.

4.5 When Financial Assistance repayable

• (a) Subject to Rules 4.5(b) and (c), Financial Assistance provided to a Borrower shall be repayable by the Borrower in full within five years after the date on which the Financial Assistance is provided (or within such longer period and in such manner as the Company may determine) (the date the Financial Assistance becomes repayable being a ‘Repayment Date’).

• (b) Subject to Rule 4.7 and notwithstanding Rule 4.5(a), Financial Assistance shall become due and payable by the Borrower to the Company on the date (also a “Repayment Date”) of:

• (i) the cessation of the Employee’s employment with the Company or an Associated Body Corporate (including in the case of Special Circumstances); or

• (ii) the failure to satisfy the relevant Performance Hurdles; or

• (iii) the occurrence of a Control Event; or

• (iv) the date 10 days after the Borrower gives notice to the Company of the Borrower’s desire to discharge the Financial Assistance provided to the Borrower, provided that the relevant Performance Hurdles are satisfied.

• (c) For the purposes of this Rule 4.5, an Employee shall be deemed not to have ceased his or her employment with the Company or with any Associated Body Corporate if immediately after leaving he or she is employed by another Associated Body Corporate or by the Company.

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4.6 Reduction of indebtedness

A Borrower who has been provided Financial Assistance under this Rule 4 shall give an irrevocable direction to the Company, such that the Company may (in its absolute discretion) pay, or have paid, to itself on behalf of the Borrower, for the purposes of reducing the amount of the Borrower’s indebtedness to the Company, all or any moneys that may from time to time become payable in respect of the Plan Shares or Rights, with the exception of dividends.

4.7 Amount repayable

If a Repayment Date occurs, the Company shall accept in full and complete satisfaction of the Borrower’s indebtedness and obligations to it under the Plan:

• (a) if the Performance Hurdles have been satisfied (provided there has not been Dismissal For Cause of the Employee) or in the case of the happening of a Repayment Event referred to in Rule 4.5 (b)(iii) (ie a Control Event), either, at the election of the Borrower:

• (i) the total amount of all moneys then owing by the Borrower to the Company under the Plan, which the Borrower (or his or her legal personal representative (as the case may be) must pay to the Company within 28 days (or such longer period as the Board may agree) of the Repayment Date. In this case, the Borrower shall be entitled to any benefits (including dividends and Rights) accruing from, and including, the Repayment Date in respect of the Plan Shares; or

• (ii) the transfer of the Plan Shares of the Borrower to the Company, which the Borrower (or his or her legal personal representative (as the case may be) must transfer to the Company within 28 days (or such longer period as the Board may agree) of the Repayment Date.In this case, the Borrower shall be entitled to any benefits (including dividends and Rights) accruing in respect of the Plan Shares from, and including, the Repayment Date to the date the Borrower and the Company enter a buy-back agreement for the Borrower’s Plan Share; or

• (b) subject to Rule 4.7(c), if the Performance Hurdles have not been satisfied or in the case of the Dismissal For Cause of the Employee then, the Borrower must, within 28 days of the Repayment Date (or such longer period as the Board may agree) transfer the Borrower’s Plan Shares to the Company. In this case, unless the Board determines otherwise, the Borrower shall forfeit any entitlement to any benefits (including dividends and Rights) accruing from, and including the Repayment Date in respect of the Plan Shares.

• (c) if the Performance Hurdles have not been satisfied and the Repayment Event results from a Special Circumstance and the Board, in its absolute discretion, determines that the Borrower is not required to transfer all of the Borrower’s Plan Shares to the Company but may retain some or all of

5

those Plan Shares (the Plan Shares, if any, which the Board determines the Borrower may retain being the “Retainable Shares”), at the election of the Borrower, either:

• (i) the total amount of all moneys then owing by the Borrower to the Company under the Plan in respect of the Retainable Shares (including that proportion of the Financial Assistance which financed the Borrower’s acquisition of the Retainable Shares) (“Repayment Amount”) and the transfer of the Plan Shares of the Borrower other than the Retainable Shares (“NonRetainable Shares”) to the Company. The Borrower (or his or her legal personal representative (as the case may be)) must pay the Repayment Amount to the Company and transfer the Non-Retainable Shares to the Company within 28 days (or such longer period as the Board may agree) of the Repayment Date. In this case, the Borrower shall be entitled to any benefits (including dividends and Rights) accruing from, and including, the Repayment Date in respect of the Retainable Shares and to any benefits (including dividends and Rights) accruing in respect of the Non-Retainable Shares from, and including, the Repayment Date to the date the Borrower and the Company enter a buy-back agreement for the Borrower’s Non-Retainable Shares; or

• (ii) the transfer of all of the Plan Shares of the Borrower to the Company, which the Borrower (or his or her legal personal representative (as the case may be) must transfer to the Company within 28 days (or such longer period as the Board may agree) of the Repayment Date.In this case, the Borrower shall be entitled to any benefits (including dividends and Rights) accruing in respect of the Plan Shares from, and including, the Repayment Date to the date the Borrower and the Company enter a buy-back agreement for the Borrower’s Plan Shares.

4.8 Limited recourse

If the value of Plan Shares transferred to the Company pursuant to Rule 4.7 or Rule 5.2, is less than the total amount of moneys owing by the Borrower to the Company then no further amount of moneys shall be repayable by the Borrower to the Company and no further amount shall at any time be recoverable by the Company from the Borrower.

4.9 Surplus on sale

• (a) If, for the purposes of Rule 4.7(a) (i), the Company is authorised by the Borrower, and agrees, to arrange the sale of any Plan Shares in order to pay any money owing by the Borrower to the Company and the proceeds of sale exceed the total amount owing to the Company by the Borrower, the surplus shall be paid by the Company to the Borrower.

• (b) If, for the purposes of Rule 4.7 (c) (i), the Company is authorised by the Borrower, and agrees, to arrange the sale of any Plan Shares in order to pay the Repayment Amount and the proceeds of sale exceed the total

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amount of the Repayment Amount, the surplus shall be paid by the Company to the Borrower.

4.10 Dividends and Rights

Subject to Rule 5.1 (b), a Participating Employee has the right to receive dividends and franking credits and Rights associated with that Participating Employee’s Plan Shares.

5 SECURITY FOR FINANCIAL ASSISTANCE

5.1 Security

As security for Financial Assistance, a Borrower must grant to the Company:

• (a) a pledge of the Plan Shares acquired by the Borrower at the time the Financial Assistance is provided to the Borrower;

• (b) unless the Board determines otherwise, a charge over:

• (i) all Rights in respect of those Plan Shares; and

• (ii) all other moneys paid or payable on those Plan Shares or other shares the subject of the charge, with the exception of dividends.

5.2 Other security

A Borrower must not create, other than in favour of the Company, any security interest over any Plan Shares whilst they are subject to the restrictions of the Plan. Should a Borrower create such a security interest over his or her Plan Shares the Borrower must transfer his or her Plan Shares to the Company as full settlement of any outstanding loans related to his or her Plan Shares and the Borrower will have no further entitlement under the Plan.

5.3 Terms of security

The terms of the security referred to in Rule 5.1 will be set out in the Finance Application Form.

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6 ALTERATION OF TERMS AND PROVISIONS OF PLAN

6.1 Discretion to vary Plan

Subject to the Listing Rules and applicable law the Company may make such alterations, variations, additions, deletions or modifications to all or any of the provisions of the Plan or to all or any of the rights or obligations under the Plan of the Participating Employees or any of them as may be determined by the Board, provided however that no such alteration, variation, addition, deletion or modification shall be made if it would have the effect of depriving the holders of issued Plan Shares of any rights to which they are then entitled unless approved by 75% of the holders of Plan Shares affected by such a change or unless the amendments are required by law.

6.2 Foreign Awards

The Board may grant awards, in its sole discretion, to eligible Employees who are residing in jurisdictions outside of Australia. For purposes of the foregoing, the Board may, in its sole discretion, vary the terms of the Plan in order to conform any awards to the legal/tax requirements and the customary equity compensation practices of each non-Australian jurisdiction where an eligible Employee resides. The Board may, it its sole discretion, establish one or more sub-plans of the Plan and/or may establish administrative rules and procedures to grant awards and alternative awards to Employees in non-Australian jurisdictions and/or to facilitate the operation of the Plan in such non-Australian jurisdictions. For purposes of clarity, any terms contained herein which are subject to variation in a non-Australian jurisdiction and any administrative rules and procedures established for a non-Australian jurisdiction shall be reflected in a written addendum to the Plan. To the extent permitted under applicable law, the Board may delegate its authority and responsibilities under this Rule 6.2 to one or more Employees of the Company.

7 PERIOD OF PLAN

The Plan shall commence upon its approval by members of the Company in general meeting and shall continue until terminated by resolution of the Board at any stage.

8 EXPENSES

The Company will meet the ongoing administration expenses of the Plan. The Participating Employee will meet all outgoings and expenses in selling or otherwise dealing with his or her Plan Shares.

9 SHARES SUBJECT OF PLAN

The maximum number of Plan Shares that may be issued under the Plan and all other employee incentive plans of the Company shall be 10% of the issued capital in the Company.

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10 TRANSFERS OF PLAN SHARES TO THE COMPANY

10.1 Participating Employee to assist

A Participating Employee shall do all things necessary or considered desirable by the Company to effect a transfer of Plan Shares to the Company (ie buy-back of Plan Shares) under Rule 4.7 or Rule 5.2, including, without limitation, pass or give any necessary shareholder resolutions or authorisations for the buy-back, enter into a share buy-back agreement, execute a share transfer form and deliver any share certificates to the Company.

10.2 Attorney

A Participating Employee whose Plan Shares are to be transferred to the Company (ie bought back by the Company) under Rule 4.7 or Rule 5.2 is taken to have appointed any secretary or director of the Company for the time being as its attorney in its name and on its behalf to execute any documents and implement any procedures that may be required to effect a transfer of Plan Shares to the Company (ie buy-back of Plan Shares) under Rule 4.7 or Rule 5.2, including, without limitation, pass or give any necessary shareholder resolutions or authorisations for the buy-back, enter into a share buy-back agreement and execute a share transfer form on the Participating Employee ‘s behalf.

10.3 Compliance with laws

Any transfer of Plan Shares to the Company (ie buy-back of Plan Shares) under Rule 4.7 or Rule 5.2 is subject to compliance with:

• (a) the Corporations Act (including Part 2J.1); and

• (b) the Listing Rules.

11 INTERPRETATION

11.1 Definitions

In these Rules:

“Application Form” has the meaning in Rule 3.1.

“Associated Body Corporate” means a body that is a related body corporate of the Company in terms of section 50 of the Corporations Act.

“Board” means the Board of directors of the Company.

“Borrower” means a Participating Employee who receives Financial Assistance.

“Company” means Sims Group Limited ACN 114 838 630.

“Control” has the meaning given in section 50AA of the Corporations Act.

“Control Event” means any of the following circumstances:

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• (a) the Board determines that there are circumstances which have occurred or are likely to occur which will result in significant changes to the structure or Control of the Company which may adversely affect the rights of or value of benefits to Participating Employees, and gives written notice of such determination to the Participating Employee; or

• (b) (i) offers are made to acquire the whole of the issued ordinary share capital of the Company (or such part thereof as is not at the time owned by the offeror or any company controlled by the offeror and/or associates of the offeror) and after the announcement of the general offer the offeror (and any such companies and/or persons) acquires Control of the Company; or

• (ii) offers are made to acquire the whole of the issued ordinary share capital of the Company (or such part thereof as aforesaid) by any person who (together with any company controlled by such person and/or associates of the offeror) has Control of the Company; or

• (iii) a resolution for a members’ voluntary winding up of the Company is passed (other than for the purpose of a reconstruction or amalgamation).

“Dismissal” means the termination of employment of an Employee for lack of performance (in the reasonable opinion of the Board), fraud, dishonesty or other serious misconduct or any other reason (not being Special Circumstances).

“Dismissal For Cause” means the termination of employment of an Employee for fraud, dishonesty or other serious misconduct.

“Employee” means any person who is a permanent full-time or part-time employee of the Company or of any of its Associated Body Corporates and who in the Board’s opinion is an executive officer and includes an executive director of the Company or of any of its Associated Body Corporates.

“Finance Application Form” has the meaning given in Rule 4.3.

“Financial Assistance” means an interest free loan made to a Borrower on the terms and conditions of these Rules to enable the Borrower to subscribe for Plan Shares.

“Invitation” means an invitation to apply to participate in the Plan made to an Employee in accordance with Rule 2.

“Listing Rules” means the listing rules of the Stock Exchange, as amended from time to time.

“Nominee” means a nominee of an Employee approved by the Board.

“Non-Retainable Shares” has the meaning given in Rule 4.7.

“Participating Employee” means an Employee or a Nominee who has responded to an an Invitation and whose Application Form has been accepted by the Company.

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“Performance Hurdles” means the performance, vesting and/or other criteria, which are determined by the Board and specified in the Invitation, and which are required to be met before Plan Shares to which such Invitation relates may be withdrawn from the Plan by the Participating Employee, as reduced (if at all) or waived in whole or in part at any time by the Board and notified to the Participating Employee.

“Plan” means this Executive Long Term Incentive Plan.

“Plan Shares” means ordinary shares in the Company each carrying the same dividend rights and otherwise ranking pari passu in all respects with the issued ordinary shares of the Company.

• “Repayment Amount” has the meaning given in Rule 4.7.

• “Repayment Date” has the meaning in Rule 4.5.

• “Repayment Event” has the meaning in Rule 4.5.

“Resignation” means the termination of an Employee’s engagement as an Employee by the volition of the Employee, but does not include Dismissal or retirement or resignation by the Employee from employment with the Company or any Associated Body Corporate in order to become an employee of the Company or any Associated Body Corporate or taking approved study leave or approved leave of absence.

• “Retainable Shares” has the meaning given in Rule 4.7.

• “Rights” means bonus shares, rights and further shares issued in respect of the Plan Shares.

“Rule” means a Rule of the Plan.

“Special Circumstances” means:

• (a) death of the Employee; or

• (b) circumstances which, in the opinion of the Board, constitute total and permanent disablement of the Employee; or

• (c) termination of an Employee’s employment with the Company or with an Associated Body Corporate at the normal retirement age, or at any other time including early retirement with the Company’s consent, but excluding Dismissal or Resignation; or

• (d) termination of a Participating Employee’s employment with the Company or with an Associated Body Corporate which, in the opinion of the Board, occurs by reason of either:

• (i) the position previously being occupied by the Employee being made redundant in accordance with the Company’s General Redundancy Policy; or

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• (ii) the Associated Body Corporate that employs an Employee ceasing to be an Associated Body Corporate.

“Stock Exchange” means Australian Stock Exchange Limited.

“Subscription Price” in respect of a Plan Share means the weighted average of the prices at which fully paid ordinary shares in the capital of the Company were traded on the Stock Exchange during the one week period up to and including the date of acceptance by the Company of an Application Form lodged by an Employee or Nominee under Rule 3.1 (being the date of allotment of Plan Shares to the Participating Employee).

11.2 Construction

In these Rules, unless expressed to the contrary:

• (a) terms defined in the Corporations Act have the same meaning in these Rules;

• (b) words importing:

• (i) the singular include the plural and vice versa;

• (ii) any gender includes the other genders;

• (c) if a word or phrase is defined cognate words and phrases have corresponding definitions;

• (d) a reference to:

• (i) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;

• (ii) a person includes its legal personal representatives, successors and assigns;

• (iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

• (iv) a right includes a benefit, remedy, discretion, authority or power;

• (v) an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;

• (vi) “$” or “dollars” is a reference to the lawful currency of Australia;

• (vii) this or any other document includes the document as varied or replaced and notwithstanding any change in the identity of the parties; and

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• (viii) any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them.

11.3 Headings

Headings do not affect the interpretation of these Rules.

Exhibit 10.3

Long Term Incentive Plan Rules

Sims Group Limited

Contents
Clause
Number	Heading	Page
1	Introduction	1
2	Definitions and Interpretation	1
3	Issue of Awards	3
4	Offers	4
5	Vesting and Exercise of Awards	5
6	Allotment of Shares on exercise or vesting of Awards	6
7	Restricted Awards and Restricted Shares	7
8	Adjustments	8
9	Power of attorney	9
10	Powers of the Board	9
11	Commencement, suspension, termination and amendment of Plan	10
12	General provisions	10

Long Term Incentive Plan Rules

i

Long Term Incentive Plan Rules

1 Introduction

Purpose of plan

• 1.1 The Company has established this Plan to encourage Employees to share in the ownership of the Company, in order to promote the longterm success of the Company as a goal shared by all Employees.

Advice

• 1.2 There are legal and tax consequences associated with participation in the Plan. Employees should ensure that they understand these consequences before accepting an invitation to participate in the Plan.

2 Definitions and Interpretation

Definitions

• 2.1 In these Rules unless the contrary intention appears, terms defined in the Corporations Act or Listing Rules have the same meaning in these Rules, and:

Application means a written acceptance of an Offer for, or an application for, Awards in a form approved by or acceptable to the Board.

ASX means ASX Limited or the securities market which it operates, as the context requires.

Award means:

• (a) a Performance Right, or

• (b) a Cash Right,

as applicable.

Board means the Board of Directors of the Company.

Cash Right means a conditional right to receive a cash payment, which is issued under clause 3.3.

Company means Sims Group Limited (ACN 114 838 630 ).

Control has the same meaning as in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Employee means a person who is a full-time or permanent part-time employee or officer, or director of the Company or any related body corporate of the Company.

exercise means exercise of an Award in accordance with its terms, and includes automatic exercise in accordance with these Rules.

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Expiry Date means the date on which an Award lapses, being the date specified in an Offer as the Expiry Date, or fixed by a method of calculation set out in an Offer.

issue of a Share includes the transfer of an existing Share in accordance with clause 8.3.

Issue Price means the price (if any) to be paid for the issue of an Award as stated in the Offer.

Listed means the Company being and remaining admitted to the official list of the ASX.

Listing Rules means the Listing Rules of ASX and any other rules of the ASX which are applicable while the Company is Listed each as amended or replaced from time to time, except to the extent of any waiver granted by the ASX.

Market Price means the weighted average sale price of Shares or other relevant securities on the ASX over the five trading days immediately preceding the Vesting Date, or another pricing method determined by the Company.

Offer means an offer or issue of Awards made to an Employee under clause 4. Where Awards are granted or issued without the need for acceptance, an Offer includes the document setting out the terms of the Award.

Participant means an Employee to whom Awards are issued.

Performance Right means a conditional right to acquire a Share, which is issued under clause 3.2.

Plan means this Long Term Incentive Plan.

Restricted Award means an Award in respect of which a restriction on sale or disposal applies under this Plan.

Restricted Share means a Share issued on exercise of an Award in respect of which a restriction on sale or disposal applies under this Plan.

Restriction Period means the period during which Awards, or Shares issued on exercise of Awards, must not be sold or disposed of, being the period specified in the Offer if applicable.

Rules means these rules as amended from time to time.

Security Interest means an interest in an asset which provides security for, or protects against default by, a person for the payment or satisfaction of a debt, obligation or liability including a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance, hypothecation, first right of refusal, voting right or arrangement for the retention of title or any agreement, option or other arrangement to grant such an interest or right.

Share means a fully paid ordinary share of the Company.

Vesting Conditions means any conditions described in the Offer that must be satisfied before an Award can be exercised or before an Award (or Share issued under an Award) is no longer subject to forfeiture.

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Vesting Date means the date on which an Award is exercisable or is no longer subject to forfeiture following satisfaction of any Vesting Conditions, or the Award otherwise vesting in accordance with these Rules.

Interpretation

• 2.2 In these Rules, unless expressed to the contrary:

• (a) terms defined in the Corporations Act have the same meaning in these Rules;

• (b) words importing:

  • (i) the singular include the plural and vice versa;

  • (ii) any gender includes the other genders;

• (c) if a word or phrase is defined cognate words and phrases have corresponding definitions;

• (d) a reference to:

  • (i) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;

  • (ii) a person includes its legal personal representatives, successors and assigns;

  • (iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

  • (iv) a right includes a benefit, remedy, discretion, authority or power;

  • (v) “$” or “dollars” is a reference to the lawful currency of Australia;

  • (vi) this or any other document includes the document as varied or replaced and notwithstanding any change in the identity of the parties; and

  • (vii) any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them.

Headings

• 2.3 Headings are for convenience only and do not affect the interpretation of these Rules.

3 Issue of Awards

• 3.1 The Company may offer and issue Awards under the Plan to Employees at the discretion of the Board.

Performance Rights

• 3.2 The Company may offer or issue Performance Rights, which are rights (subject to these Rules) to be issued a Share upon the satisfaction of specified Vesting Conditions. The following terms apply, unless the Offer specifies otherwise:

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• (a) Performance Rights are Restricted Awards until they are exercised or expire.

• (b) Unless the terms of an Offer specify otherwise, Shares issued on the exercise of Performance Rights which are held by Participants who are ordinarily resident in Australia are subject to a Restriction Period which ends on the earliest of:

• (i) the Participant making an application to the Board seeking to have the restrictions applying to the Shares removed and that request being approved by the Board;

• (ii) the Board in its discretion unilaterally releasing the restriction;

• (iii) the Participant ceasing to be an Employee; and

• (iv) the tenth anniversary of the original issue date of the Performance Right.

• (c) Performance Rights are subject to adjustment under clause 8.

Cash Rights

• 3.3 The Company may offer or issue Cash Rights, which are rights (subject to these Rules) to be paid the Market Price of a Share upon the satisfaction of specified Vesting Conditions. The following terms apply, unless the Offer specifies otherwise:

• (a) Cash Rights are Restricted Awards until they are exercised or expire.

• (b) Cash Rights are subject to adjustment under clause 8.

4 Offers

• 4.1 The Company may make an Offer to any Employee.

Form of Offer

• 4.2 Each Offer must be in writing (which includes email), include an Application if acceptance is required, and specify the following to the extent applicable:

• (a) the name and address of the Employee to whom the Offer is made;

• (b) the type of Awards being offered;

• (c) the number of Awards being offered;

• (d) any Vesting Conditions for the Awards;

• (e) the Issue Price for the Awards (if any). If no Issue Price is specified then the Issue Price is nil;

• (f) the Expiry Date (if any);

• (g) any Restriction Period;

• (h) any other terms or conditions that the Board decides to include; and

• (i) any other matters required to be specified in the Offer by either the Corporations Act or the Listing Rules.

Long Term Incentive Plan Rules

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• 4.3 If required by applicable laws, the Offer must include an undertaking by the Company to provide to a Participant, if a request is made before the Award is Exercised and within a reasonable period of being so requested, the current market price of the Shares.

Compliance with laws

• 4.4 No Offer will be made to the extent that any such Offer would contravene the Company’s Constitution, the Listing Rules, the Corporations Act or any other applicable law.

Acceptance

• 4.5 If acceptance of an Offer is required, it may be accepted:

• (a) by an Employee completing and returning the Application, as required by the Offer, by not later than the date specified in the Offer; and

• (b) if required, by the Employee making or directing payment of the Issue Price payable for the Awards (if any) accepted under the Offer, in the manner specified in the Offer.

• 4.6 An Offer which requires acceptance lapses if it is not accepted by the Employee to whom the Offer is made as required under clause 4.5.

5 Vesting and Exercise of Awards

Vesting

• 5.1 The Awards held by a Participant will vest in and become exercisable by that Participant upon the satisfaction of any Vesting Conditions specified in the Offer and in accordance with these Rules.

• 5.2 Vesting Conditions may be waived, or varied so as to be less onerous, at the absolute discretion of the Board (unless excluded by the terms of the Award).

• 5.3 If Vesting Conditions are not satisfied in accordance with the terms of an Offer, as amended or waived under clause 5.2, or in accordance with clause 5.4 then the unvested Award will lapse.

Automatic vesting on change of control

• 5.4 Unless the terms of an Offer provide otherwise, an Award will vest immediately regardless of whether its Vesting Conditions have been satisfied if a person who did not Control the Company at the date of issue of the Award gains Control of the Company (but only if the person is not itself Controlled by another person who Controlled the Company at the date of issue of the Award).

Automatic Exercise

• 5.5 Unless clause 5.6 applies, the vesting of an Award on the satisfaction of its Vesting Conditions will automatically trigger the exercise of the Award without the need for any action on the part of the Participant.

• 5.6 The terms of an Award may provide that the Award will not be exercised automatically upon vesting, in which case the following clauses apply.

Long Term Incentive Plan Rules

5

Exercise of Awards

• 5.7 A Participant is, subject to this clause 5, entitled to exercise an Award on or after the Vesting Date. Any exercise must be for a minimum number or multiple of Shares (if any) specified in the terms of the Offer.

• 5.8 Awards may be exercised by the Participant delivering to the Company a notice stating the number of Awards to be exercised.

6 Allotment of Shares on exercise or vesting of Awards

Rights attaching to Shares

• 6.1 The Shares issued under this Plan will upon allotment be:

• (a) credited as fully paid;

• (b) rank equally for dividends and other entitlements where the record date is on or after the date of allotment, but will carry no right to receive any dividend or entitlement where the record date is before the date of allotment; and

• (c) subject to any restrictions imposed under these Rules, will otherwise rank equally with the existing issued Shares at the time of allotment.

Quotation

• 6.2 If the Company is Listed, then as soon as practicable after the date of the allotment of Shares, the Company will, unless the Board otherwise resolves, apply for official quotation of such Shares on the ASX.

New or existing Shares

• 6.3 The Company may, in its discretion, either issue new Shares or cause existing Shares to be acquired for transfer to the Participant, or a combination of both alternatives, to satisfy the Company’s obligations under these Rules.

• 6.4 If the Company decides to cause the transfer of Shares to a Participant, the Shares may be acquired in such manner as the Company considers appropriate, including from a trustee appointed under clause 6.5.

Trustee

• 6.5 The Company may appoint a trustee on terms and conditions which it considers appropriate to acquire and hold Shares or other securities of the Company either on behalf of Participants or for the purposes of this Plan.

• 6.6 Participants have no rights in respect of Shares or other securities held by a trustee unless and until their Performance Rights vest.

Cash settlement of Performance Rights

• 6.7 Performance Rights may, in the discretion of the Board, be satisfied by way of cash payments to Participants instead of by the issue of Shares. The amount of cash payable will be the

Long Term Incentive Plan Rules

6

Market Price of the Shares that would have been issued to the Participant had the Board not exercised this discretion. Cash payments will be paid subject to withholding under clause 6.8.

Liability for payments

• 6.8 Where the Company, or any of its related bodies corporate, or a trustee appointed under this clause 6 must account for any tax or social security contributions (in any jurisdiction) for which a Participant may be liable because of the issue or transfer of Shares, payment of cash, or the vesting or exercise of an Award (the Amount ), the Company, related body corporate, or trustee may in its discretion:

• (a) withhold up to the Amount from any cash payment; and/or

• (b) withhold a number of Shares which would otherwise be provided to the Participant and sell them in order to realise the Amount (with any excess received over the Amount net of costs of sale being paid to the Participant).

The Company, related body corporate, or trustee may also, either instead of or in addition to exercising the above discretion:

• (c) accept payment from the Participant of the relevant Amount; or

• (d) make acceptable arrangements with the Participant for the Amount to be made available.

7 Restricted Awards and Restricted Shares

Restrictions

• 7.1 A Participant must not sell, transfer, grant a Security Interest over or otherwise dispose of any Restricted Awards or Restricted Shares, or agree to do any of those things, during the applicable Restriction Period.

• 7.2 The Company may implement any procedures it considers appropriate to ensure that Restricted Awards or Restricted Shares are not disposed of during the Restriction Period, including applying a holding lock in respect of Restricted Shares.

• 7.3 Without limiting its discretions under these Rules, the Board may at any time in its discretion waive or shorten the Restriction Period applicable to an Award or a Share.

Bonus issues

• 7.4 If the Company makes a pro rata bonus issue to holders of Restricted Shares, the Shares issued to Participants under the pro rata bonus issue will be subject to the balance of the Restriction Period which applied to the Restricted Shares.

Takeovers

• 7.5 If a takeover bid is made to acquire all of the issued Shares of the Company, or a scheme of arrangement, selective capital reduction or other transaction is initiated which has an effect similar to a full takeover bid for Shares in the Company, then the Board may permit Participants to accept the takeover bid or participate in the other transaction in respect of all or part of their Restricted Shares notwithstanding that the Restriction Period in respect of such Shares has not expired. Further, it is not a breach of these Rules if Restricted Shares are

Long Term Incentive Plan Rules

7

disposed of by a Participant under laws relating to compulsory acquisition following a takeover or otherwise in accordance with law or the order of a court.

Personal representatives

• 7.6 If a Participant dies before the end of the Restriction Period, then the legal personal representative of that deceased Participant will have the same rights and benefits and be subject to the same obligations in respect of those Awards or Shares as the deceased Participant would have had or been subject to had they survived until the end of the Restriction Period.

8 Adjustments

General

• 8.1 The following provisions of this clause 8 apply to Performance Rights and Cash Rights in respect of events occurring while they remain unvested.

• 8.2 Unless otherwise permitted by the Listing Rules, the number of Shares which the Participant is entitled to receive on exercise of an Award will only be adjusted in accordance with this clause 8. The Company must give notice to Participants of any adjustment to the number of Shares which the Participant is entitled to receive on exercise of an Award in accordance with the Listing Rules.

New issues

• 8.3 A Participant is not entitled to participate in a new issue of Shares or other securities made by the Company to holders of its Shares unless Performance Rights are vested and exercised before the record date for the relevant issue.

Bonus issues

• 8.4 If, prior to the exercise of an Award, the Company makes a pro-rata bonus issue to the holders of its Shares, and the Award is not vested and exercised prior to the record date in respect of that bonus issue, the Award will, if and when exercised, entitle the Participant to:

• (a) in the case of a Performance Right — an additional number of bonus securities which would have been issued to the Participant if the Award had been exercised prior to the record date; or

• (b) in the case of a Cash Right — an additional cash payment representing the Market Value of the number of bonus securities which would have been issued to the Participant if the Award had been a Performance Right and had been exercised prior to the record date.

Capital returns

• 8.5 If, prior to the exercise of an Award, the Company makes an equal return of capital to the holders of its Shares, and the Award is not vested and exercised prior to the record date in respect of that event, the Award will, if and when exercised, entitle the Participant to:

Long Term Incentive Plan Rules

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• (a) in the case of a Performance Right — an additional cash payment or other distribution which would have been made to the Participant if the Award had been exercised prior to the record date; or

• (b) in the case of a Cash Right — an additional cash payment or the Market Value of any other distribution which would have been made to the Participant if the Award had been a Performance Right and had been exercised prior to the record date.

Compliance with Listing Rules

• 8.6 If, prior to the exercise of an Award, the Company undergoes a reorganisation of capital (other than by way of a bonus issue or issue for cash) the terms of the Awards of the Participant will be changed to the extent necessary to comply with the Listing Rules as they apply at the relevant time.

9 Forfeiture

• 9.1 If the terms of an Award provide that the Award, or a Share issued on exercise or vesting of the Award, may be forfeited in certain circumstances, then upon forfeiture the Participant must comply with any request of the Company or the Board to:

• (a) transfer the Award or Share to a third party nominated by the Company (including a trustee appointed for the purposes of this Plan) at no consideration; or

• (b) enter into a buy back agreement in relation to the Award or Share under which it will be acquired by the Company for no consideration.

• 9.2 The power of attorney provisions of clause 10 apply to any document to be executed under this clause.

10 Power of attorney

• 10.1 In consideration of the issue of the Awards, each Participant irrevocably appoints each director and the secretary for the time being of the Company severally as his or her attorney, to do all acts and things and to complete and execute any documents, including share transfers, in his or her name and on his or her behalf that may be convenient or necessary for the purpose of giving effect to the provisions of these Rules or the terms of an Award. The Participant (or after his or her death, his or her legal personal representative) will be deemed to ratify and confirm any act or thing done under this power and to indemnify the attorney in respect of doing so.

11 Powers of the Board

• 11.1 The Plan will be administered by the Board, or a committee of the Board (in which case references in these Rules to the Board are taken to include references to such a committee), which will have an absolute discretion to:

• (a) determine appropriate procedures for administration of the Plan consistent with these Rules;

Long Term Incentive Plan Rules

9

• (b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan or these Rules;

• (c) delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of any of their powers or discretions under the Plan or these Rules;

• (d) formulate special terms and conditions (subject to the Listing Rules), in addition to those set out in these Rules to apply to Participants employed and/or resident in and/or who are citizens of countries other than Australia. Each of these special terms and conditions will be restricted in their application to those Participants employed and/or resident in and/or who are citizens of other jurisdictions; and

• (e) amend these Rules, provided that such amendments do not materially prejudice the rights of existing Participants.

• 11.2 While the Company is Listed, the Board may only exercise its powers in accordance with the Listing Rules.

12 Commencement, suspension, termination and amendment of Plan

• 12.1 Subject to the passing of any necessary resolution approving the establishment of the Plan and the issue of Awards, the Plan will take effect when the Board decides.

• 12.2 The Plan may be suspended, terminated or amended at any time by the Board, subject to any resolution of the Company required by the Listing Rules.

13 General provisions

Participants bound

• 13.1 Participants issued Awards under this Plan are bound by these Rules and by the Constitution of the Company.

Notices

• 13.2 Any notice required to be given by the Company to a Participant or any correspondence to be made between the Company and a Participant may be given or made by the Board or its delegate on behalf of the Company.

Effect on employee entitlements

• 13.3 Participation in the Plan does not affect an Employee’s terms of employment or appointment with the Company. In particular, participation in the Plan does not detract from any right the Company may have to terminate the employment or appointment of an Employee.

• 13.4 Participation in the Plan, or the issuing of any Awards, does not form part of the Employee’s remuneration for the purposes of determining payments in lieu of notice of termination of employment, severance payments, leave entitlements, or any other compensation payable to an Employee upon the termination of employment.

Governing law

Long Term Incentive Plan Rules

10

13.5 These Rules are governed by and are to be construed in accordance with the laws of New South Wales.

Long Term Incentive Plan Rules

11

Exhibit 10.4

[SIMS GROUP LIMITED LETTERHEAD]

[Insert date]

[insert name]

[insert address]

Dear [insert name] ,

F08 Long Term Incentive Plan

Sims Group Limited (ACN 114 838 630) ( Sims Group ) is pleased to invite you to participate in the new Sims Group Long Term Incentive Plan ( LTI Plan ) on the terms and conditions set out in this letter (the Grant ).

The Company is giving you the opportunity to share in the growth of Sims Group, and to provide you with an incentive to remain with Sims Group and to reward you for achievement of the Group’s goals.

1. F08 LTI Grant

You have been granted the right (referred to as Performance Rights or Rights ) to be issued or provided with fully paid ordinary shares in Sims Group ( Shares ) which will be automatically vested upon specific performance hurdles being achieved, subject to the terms of this Grant. Alternatively, the Performance Rights may be satisfied by a payment of an equivalent cash value, at the discretion of the Board, even if you have elected to receive Rights instead of cash. For participants located in the United States, the term Performance Rights when used herein, will be read as Restricted Stock Units .

Your F08 LTI Reward is based on x% of your total fixed remuneration, effective 1 July, 2007.

Transition Arrangements

Your participation in the Company’s previous LTI Plan commenced in F03 and currently you potentially enjoy receiving rewards annually if hurdles are met. So that you are not disadvantaged in transitioning to the new LTI Plan, you will receive a special one-off grant for F08. This Grant will be provided over Tranches and represents times your new LTI %.

Tranche Award Type Performance Hurdle Performance Period Vesting

In the case of Tranches ___and _, you need to elect to receive your LTI Reward in either Shares or a fixed cash amount upon vesting. Please refer to the Application Form at the end of this document.

1

As your F08 LTI % has increased from x% in F03 to x% in F08, a minimum of x % of your LTI % for Tranches and must be taken as Rights.

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

Tranche Tranche 1: Tranche 2: Tranche 3: Tranche 3:	Value

The value of a Right subject to the hurdle and the Hurdles vary given the probability of achieving the Hurdle.

Note: Please complete the Application Form at the end of this document and return via email PDF or fax number to by in order to make your election between cash and Rights. If you do not make an election by completing and returning the Application Form, you will be deemed to have elected to take the maximum amount of cash instead of Rights to Sims Shares upon vesting.

These Performance Rights have been granted at no cost to you. You do not have to take any action to accept the Grant. If you do not wish to participate in the LTI Plan and receive the Performance Rights, then you may refuse them by notifying within of the date of this letter.

The number of Performance Rights may be adjusted in accordance with the Plan Rules.

2. Vesting Conditions

For your LTI Reward to vest, Sims Group needs to its performance hurdles over the specified Performance Period.

==> picture [7 x 2] intentionally omitted <==

Your LTI Reward is subject to the continued employment vesting condition described below.

(a) Performance periods

Tranche 1 The Performance Period for Tranche 1 is the year period commencing as the for calculating . No retesting applies to Tranche 1 Tranche 2 The Performance Period for Tranche 2 is the year period commencing as the for calculating . No retesting applies to Tranche 2	and ending . and ending .	,using the ,using the

Tranche 3

The initial Performance Period for Tranche 3 starts on ( Start Date ).

2

The First Performance Period is the period from the Start Date to the of the Start Date (the First Test Date i.e ). The Second Performance Period is the period from the Start Date to the of the Start Date (the Second Test Date i.e. ). The Third Performance Period is the period from the Start Date to the of the Start Date (the Third Test Date i.e. ).

Your Tranche 3 and your Tranche 3 will be tested for satisfaction of their respective vesting conditions at the First Test Date based on the First Performance Period.

If either your Tranche 3 or Tranche 3 did not fully vest at the First Test Date, the relevant rights will be re-tested at the Second Test Date based on the Second Performance Period. If this re-testing results in a higher percentage of either your Tranche 3 or Tranche 3 vesting, then those additional rights will vest.

If either your Tranche 3 or Tranche 3 still did not fully vest at the Second Test Date, the relevant rights will be retested again at the Third Test Date based on the Third Performance Period. If this re-testing results in a higher percentage of either your Tranche 3 or Tranche 3 vesting, then those additional rights will vest.

No downwards adjustment will be made as a result of re-testing to the percentage of rights which vested in a prior Performance Period.

Note that the vesting of any or all of your Tranche 3 is not dependent on the vesting of any or all of your Tranche 3 , and vice-versa.

Cash and All Performance Rights

Any Cash Rights and Performance Rights which have not vested at the end of the final Performance Period will immediately lapse.

(b) performance hurdle

In order for any or all of your Tranche 3 to vest under the performance hurdle, Sims Group’s for the relevant Performance Period must be against the comparator companies listed in the Schedule to this letter ( Comparators ) for the same period. The Comparator group may be adjusted from time to time by the Board in its discretion (for example, if one of those companies is delisted in the future or its is no longer ascertainable).

Based on Sims Group’s relative performance over the relevant Performance Period, your Tranche 3 will vest in accordance with following table:

of Sims Group relative to Proportion of Tranche 3 Comparators vesting

3

is calculated in each case on the following basis:

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

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

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

• (c) performance hurdle

Tranche 1 and Tranche 2 Cash/Rights — compound

in respect of your Tranche 1 and Tranche 2 is determined by reference to in of Sims Group over the relevant Performance Period, being the of the Performance Period compared with the . This is calculated slightly differently from the hurdle that applies to Tranche 3 (see below).

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

Based on the Sims Group over the relevant Performance Period, your Tranche 1 or Tranche 2 (calculated separately) will vest in accordance with the following table:

Proportion of Cash/Rights vesting

Tranche 3 —

in respect of your Tranche 3 is determined by reference to of Sims Group over the relevant Performance Period measured against a specified target.

Based on the Sims Group in the relevant Performance Period, your Tranche 3 will vest in accordance with the following table:

Proportion of Tranche 3 vesting

4

Further detail regarding this performance hurdle applying to Tranche 3 , and an example of how this performance hurdle is calculated, is set out in your Participant Guide.

Calculating

during a Performance Period is defined as divided by the . The Board has discretion to make reasonable adjustments to the figure in appropriate circumstances, for example where it is calculated over a period or where there is a significant or abnormal event including one-off costs associated with a restructure which, in the opinion of the Board, distorts unduly.

(d) Continued employment condition

In addition to Sims Group meeting the applicable or performance conditions specified above, you must also continue to be an employee or director of Sims Group or its related bodies corporate ( Employee ) at the Vesting Date for your Cash/Performance Rights to vest.

Unvested Cash/Performance Rights lapse upon you ceasing to be an Employee, subject to there being a Qualifying Cessation during the Performance Period (for Tranche 1 Cash/Rights and Tranche 2 Cash/Rights) or First Performance Period (for Tranche 3 Rights). A Qualifying Cessation is ceasing to be an Employee by reason of:

• (i) death,

• (ii) total or permanent disablement which prevents you from carrying out your previous employment functions,

• (iii) retirement,

• (iv) redundancy, or

• (v) other circumstances determined at the discretion of the Board.

Where there is a Qualifying Cessation during the relevant Performance Period (for Tranche 1 Cash/Rights and Tranche 2 Cash/Rights) or First Performance Period (for Tranche 3 Rights), your unvested Cash/Performance Rights will not immediately lapse, but instead will be retained and tested for satisfaction of vesting conditions at the end of that Performance Period. However, subject to the Board’s discretion to allow otherwise, there will be no re-testing of Tranche 3 Rights at the Second Test Date or Third Test Date, so any Performance Rights which have not vested at the end of the relevant Performance Period specified above will lapse.

All Cash/Performance Rights will lapse and be immediately forfeited in cases of fraud, gross dishonesty or termination of your employment for cause.

(e) Vesting Date and automatic exercise date

Vested Cash/Performance Rights will vest and be automatically exercised ( Vesting Date ), with no further action required on your part, on the day that after the relevant Performance Period. For example, if Performance Rights vest on the basis of and/or performance hurdles for the period ending 30 June 2011 then they automatically vest and are exercised when .

In accordance with the terms of the LTI Plan, the obligations of Sims Group upon the vesting of the Performance Rights may be fulfilled by a trustee appointed for this purpose.

5

You have no beneficial or other proprietary right in the Shares which are the subject of the Performance Rights (including any right to dividends or voting rights in respect of the Shares) until the Performance Rights are both vested and exercised.

Should the Board exercise its discretion to satisfy your vested Performance Rights by way of cash payment, the amount of cash payable will be the market price of the Shares (as defined in the LTI Plan Rules), less any tax and / or social security payment the Sims Group is required to withhold.

3. Share Trading Policy

Please note that the sale of any Shares acquired on vesting of Performance Rights can only occur within the trading windows and subject to the requirements of Sims Group’s Share Trading Policy at the relevant time.

4. Taxation advice and other independent advice

You should note that the taxation laws covering Performance Rights awards are complex and change from time to time. You should seek professional advice on the tax implications for you and your particular circumstances. Further, any advice given on behalf of Sims Group or a Trustee of the LTI Plan is general advice only and does not take into account your particular financial position or needs. You should consider obtaining your own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.

A copy of Sims Group’s latest Annual Report, its financial statements, and other stock exchange announcements can be accessed via Sims Group’s website at: www.sims-group.com

5. General terms and further queries

This letter is accompanied by a Participant Guide, which includes a summary of the LTI Plan Rules ( Rules ). A copy of the full terms of the Rules is available to you, free of charge, by contacting . You should read this letter which, together with the Rules, sets out all the terms of the issue of the Performance Rights. Capitalised terms used in this letter have, unless the context otherwise permits, the same meaning as in the Rules. If there is any inconsistency between this letter and the Rules then the terms of this letter prevail. You should retain your copy of this documentation in a safe place for future reference.

You can often obtain a more up to date share market price of Sims Group by going to the ASX website: www.asx.com.au and looking up the code SGM.

Participation in the LTI Plan has been extended to . The LTI Reward and grant of Performance Rights gives you the chance to become a prospective owner of equity in Sims Group and to share personally in the Group’s growth and success.

If you have any questions in relation to this document, please contact on or email @au.simsgroup.com

Yours sincerely,

Jeremy Sutcliffe

Group Chief Executive Sims Group Limited

6

Schedule: Comparator group companies

7

APPLICATION FORM

of (address)

I,	of (address)
hereby apply for the following percentages of the F08 Reward for Tranche 1: Option 1 : 100% as a cash payment � Option 2: 50% as a cash payment and 50% as a Performance Right allocation � Option 3: 100% as a Performance Right allocation � and Tranche 2: � Option 1 : 100% as a cash payment � Option 2: 50% as a cash payment and 50% as a Performance Right allocation � Option 3: 100% as a Performance Right allocation �

Please tick one box for each Tranche. If you do not tick a box, or fail to return this Application Form then, subject to the following Note, you will be deemed to have elected to apply for cash payments. Note: You may be obliged to take a certain percentage of the Reward as Rights ...if so, then the application above only refers to the balance thereof.

By signing this Application Form, I hereby acknowledge that I have read and understood the terms of the Invitation made to me and the Plan Rules and agree to be bound by them.

Signed by the Employee

Full Name

D at e

Please complete the Application Form at the end of this document and return via PDF @au.sims-group.com or fax number to by .

8

Exhibit 10.5

==> picture [86 x 86] intentionally omitted <==

PRIVATE AND CONFIDENTIAL

5 September 2005

==> picture [84 x 20] intentionally omitted <==

Mr Jeremy Sutcliffe 26 Prince Albert Street Mosman NSW 2088

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

Sims Group Limited ABN 37 008 634 526

Dear Jeremy,

RE: OFFER OF EMPLOYMENT WITH SIMS CO LIMITED

Further to our recent discussions, I am pleased to offer you, on behalf of Sims Co Limited, employment with Sims Co Limited ACN 114838630 ( ‘Company’ ) on the following terms and conditions in relation to your expanded role as Group Chief Executive, Sims Group. This offer is subject to the completion of the Scheme of Arrangement contemplated by the Company and Sims Group Limited to facilitate the merger of the recycling assets of Hugo Neu Corporation with the Company ( ‘Scheme’ ). The Retention Incentive component of your new terms will be subject to shareholder approval which will be sought as part of the series of resolutions to be put to shareholders at the same time as they are asked to approve the Scheme.

1. POSITION

Your current role as Group Chief Executive will continue to be based at the North Sydney Sims Group Head Office or any subsequent head office location within the Sydney metropolitan area or any other location mutually agreed on.

2. COMMENCEMENT AND TERM

Except for clause 4 and Schedule 1 (which provide for the Retention Incentive), the terms and conditions set out in this letter will become effective immediately following the date of Closing under the Contribution Agreement (‘Contribution Agreement’) dated 24 June 2005 between (among others) the Company and Hugo Neu Corporation (‘Start Date’) . The anticipated Start Date is 1 October 2005. Clause 4 and Schedule 1 (providing for the Retention Incentive) will become effective on the earlier of the Start Date and the day 28 days after shareholders approve the grant to you of the Retention Incentive (‘Grant Date’) .

This Agreement (including clause 4 and Schedule 1) shall be void and shall be deemed never to have been of any force or effect, if Closing under the Contribution Agreement does not occur and the Contribution Agreement is terminated. In this event neither party will be entitled to any compensation or payment of any nature whatsoever.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

1

This Agreement is for a term of five (5) years commencing on the Start Date. This Agreement will incorporate the terms of the Employment Agreement between you and Simsmetal Limited (ACN 008 634 526) dated 28 February 2002 ( ‘Employment Agreement’ ), and references in that document to your employer will be understood to be references to Sims Co Limited. However, the terms incorporated from the Employment Agreement will also expire upon expiry of this Agreement.

On the commencement of your employment with the Company under this Agreement, the Employment Agreement and your employment with Sims Group Limited will terminate by mutual consent. Sims Co Limited will recognise your service with Sims Group Limited for the purpose of calculating any leave and superannuation entitlements.

3. REMUNERATION

(i) Fixed Remuneration Package (“Package”)

You will be entitled to a total Package (referred to in the Employment Agreement as Base Remuneration) of $1,350,000 per annum commencing from the Start Date but backdated to 1 July 2005. Your Package includes the total cost to the Company of all Package components including salary, benefits, and the cost of fringe benefits tax payable by the Company on benefits provided.

In years 2006 and 2007, your Package will be subject to increases consistent with the Group’s approved average salary increase budget for Australian employees. Your first review and any resultant increase will be effective 1 July 2006. Your Package will be increased at a level exceeding the Group average increase only if there is a significant change in circumstances.

(ii) Annual Executive Bonus

You will continue to be eligible for inclusion in the executive annual bonus program (STI) under the Group category with a maximum bonus potential of 70% of your Package. Payment of any bonus is based on the achievement of personal priorities (20%) and the profitability (ROCCE) of the Company (50%).

(iii) Long Term Incentive

You will continue to be eligible for inclusion in the Sims Group’s Long Term Incentive Program and your maximum LTI potential is equivalent to 50% of Package. The Company is modifying the program commencing 1 July 2005 to allow participants to also elect to take shares in lieu of cash. With the increase in your potential LTI reward, it is a condition that you elect to take at least 35% of your total potential LTI reward in shares. It should be noted that the cash component of the LTI scheme will expire in June 2008. Thereafter, it is intended the LTI scheme become 100% share based.

4. RETENTION INCENTIVE

Subject to shareholder approval, you will be entitled to participate in a Retention Incentive on the terms and conditions set out in Schedule 1 (‘Retention Incentive’) with the intent that the maximum benefit provided is equivalent to $2,000,000 (calculated at the Grant Date) over the Retention Incentive term. The Incentive will be by way of a grant of performance rights (‘Rights’) to Shares. A Right is a contractual right to acquire a pre-set number of Shares, provided specific performance hurdles are met.

In this clause, “Shares” means shares in Sims Group Limited until such time as Sims Co Limited is admitted to the Official List of ASX, and from that time it shall mean shares in Sims Co Limited.

2

5. TAXATION AND VISA

• (i) It is the Company’s view, based on advice, that if you spend approximately 25% of your time in the United States, that you will have no liability to US federal or state income or other taxes. The Company will bear the cost of any tax advice in this regard, from time to time, and will also bear the costs associated with the filing of any US income tax returns. In the event that any tax liability does arise which would increase your tax burden above Australian levels, the Company will reimburse any losses incurred as a result.

• (ii) If required, the Company will arrange for and bear the cost of obtaining any US immigration visas.

6. TERMINATION

Neither party may terminate your employment during the first 2 years from the Start Date and thereafter your employment may be terminated by either party by providing 12 months’ notice in writing, provided that the Company may terminate your employment at any time for Cause. “Cause” means any reason for which the Company may terminate your employment under clause 15.2 of the Employment Agreement. Clause 15. 1 of the Employment Agreement will not be incorporated into this Agreement.

If your employment is terminated by the Company after the first 2 years following the Start Date for any reason other than Cause, the Company may provide, in lieu of notice, a payment equal to the current Package, plus any additional superannuation contribution required to make your superannuation benefit equivalent to the benefit that you would have received if you had remained in employment with the Company for the whole of your notice period.

7. TAKE OVER

In the case of a take over of the Company, and if you are still in the employ of the Company 6 months following the completion of the take over, you will be entitled to a payment equivalent to 6 months of your current Package (‘Retention Payment’) . The Company shall not be entitled to terminate your employment during the 6 month period without payment of the Retention Payment. Clause 10.2 of the Employment Agreement is not incorporated into this Agreement. If a take over occurs, you will also be entitled to a pro rata vesting of Rights under the Retention Incentive in accordance with clause 1.13 of Schedule 1.

In this clause, “take over” means any transaction (whether by scheme, takeover bid under the Corporations Act or other arrangement) under which a party acquires more than 50% of the issued share capital of the Company.

8. CODE OF CONDUCT

The Group’s Code of Conduct document defines the Group’s basic principles of business conduct and outlines minimum standards of behaviour expected from our employees. You are expected to follow the terms of the Code.

All terms and conditions of employment as stated in the Employment Agreement will be deemed incorporated into, and form part of, this letter. To the extent that the terms and conditions of your employment set out in this letter are inconsistent with the terms and conditions in the Employment Agreement, the provisions of this letter will prevail.

3

If you are in agreement with the contents of this letter and accept the terms offered, please acknowledge your agreement by signing the enclosed duplicate copy of this letter and returning it to me.

I wish you every success in your expanded role.

Yours sincerely,

/s/ Paul Mazoudier

PAUL MAZOUDIER Chairman Sims Group Limited For and on behalf Sims Co Limited

4

Schedule 1 — Retention Incentive

• 1.1 In the interests of the Company, shareholders and continuity of business, participation in a Retention Incentive equivalent at the Grant Date to $2,000,000 in the form of Performance Rights to acquire Shares will be provided, subject to performance hurdles detailed in Table 1 (‘Performance Hurdles’) . The Retention Incentive, if achieved, will be delivered via 5 tranches (‘Tranches’) as set out in Table 1.

• 1.2 The Retention Incentive will commence on the Grant Date.

• 1.3 The Retention Incentive will be subject to shareholder approval sought in addition to the shareholders’ overall approval of the Scheme.

• 1.4 The Retention Incentive will be administered by the Board.

• 1.5 The number of shares that are the subject of the Rights will be calculated by dividing $2,000,000 by the weighted average market price at which the shares in Sims Group Limited were traded on the ASX during the five trading days immediately preceding the Start Date.

• 1.6 ‘Jeremy Sutcliffe’ will be the nominated beneficiary of the Rights.

• 1.7 You will not pay to acquire the Rights. If the Rights become exercisable and have not lapsed, you will be able to acquire Shares for nil consideration.

• 1.8 The Retention Incentive is subject to achieving Performance Hurdles including service and EPS growth targets in respect of Shares. The Rights will vest if Performance Hurdles are achieved at the end of the relevant period identified in Table 1 and you are in the employ of the Company on the date of the relevant vesting. (Except in respect of Tranche A), for Tranches B, C and D if the Performance Hurdles are not satisfied, each Tranche can be retested at the end of the next or any subsequent period to determine whether the annual 8% compound growth since the first anniversary of the Grant Date has been achieved. If a later Performance Hurdle is achieved, the earlier unvested Tranche or Tranches will then vest. This will provide further retention incentive to achieve and exceed the Hurdle.

• 1.9 In the case of your employment being terminated with or without Cause, all unvested Rights lapse immediately other than accrued and pro rata Rights to the date of termination. If Performance Hurdles are subsequently met in respect to those Rights, you may exercise those Rights on vesting.

• 1.10 Prior to the acquisition of Shares by the exercise of Rights, you will not receive dividends or have other shareholder benefits including voting rights in respect of such Shares.

• 1.11 Vested Rights may be exercised during a two year period from the date on which they vest and, to the extent they are not exercised within that period, they will lapse. However, your disposal of vested Rights will be subject to the policy “Dealing in Sims Group Limited Securities” and any other applicable policy. To exercise vested Rights, you must notify the Company in writing of your intention to exercise those Rights, stating how many Rights you are exercising and from what Tranche the Rights arise.

• 1.12 The Retention Incentive provides for the possibility of accelerated vesting of Rights in the event that the EPS compound growth equals or exceeds 12% as outlined in Table 1.

• 1.13 If a take over of the Company occurs and you are in the employ of the Company on the date on which the take over occurs and you have not given notice of termination, a portion of the Rights will vest on the date the take over occurs, without the need for any Performance Hurdle to be met. The Rights that vest on that date will be the accrued and pro rata portion of the Rights that would vest on the next vesting. An accrued and pro rata vesting under this clause 1.13 will be subject to any restriction imposed by an applicable rule of any relevant market of securities or by the Corporations Act 2001, and the Company will not be obliged to obtain any approval that may be required to avoid such a restriction.

• 1.14 “Shares” means shares in Sims Group Limited until such time as Sims Co Limited is admitted to the Official List of ASX, and from that time it shall mean shares in Sims Co Limited and “take over” means any transaction (whether by scheme, takeover bid under the Corporations Act or other arrangement) under which a party acquires more than 50% of the issued share capital of the Company.

5

Table 1 — Retention Incentive Schedule

The table below assumes a Grant Date of 1 October 2005. The Vesting Date and the Performance Period will be based on the period from the Grant Date to the month end closest to the anniversary of the Grant Date.

Tranche A Year 1 Tranche B Year 2 Tranche C Year 3 Tranche D Year 4 Tranche E Year 5	Allocation of Rights 20% 20% 20% 20% 20%	Vesting Date 30/09/06 30/09/07 30/09/08 30/09/09 The fifth anniversary of the Start Date	Performance Performance Period Hurdles (assumes a Grant Date of 1 October 2005) - Nil, unless employment terminated with Cause by the Company - Period commencing 1 October 2005 and ending 30 September 2006. - EPS compound growth since 1 October 2006 must equal or exceed 8% per annum - Period commencing 1 October 2006 and ending 30 September 2007 subject to further retesting as per Schedule 1, 1.8. - EPS compound growth since 1 October 2006 must equal or exceed 8% per annum - Period commencing 1 October 2006 and ending 30 September 2008 subject to further retesting. - EPS compound growth since 1 October 2006 must equal or exceed 8% per annum - Period commencing 1 October 2006 and ending 30 September 2009 subject to further retesting. - EPS compound growth since 1 October 2006 must equal or exceed 8% per annum - Period commencing 1 October 2006 and ending 30 September 2010 - If EPS compound growth as at 30 September 2009 equals or exceeds 12% per annum after 3 years, all Tranche E Shares vest on 30 September 2009.

6

I hereby accept the above terms and conditions:

/s/ Stacey Bryce /s/ Jeremy Sutcliffe Signature of witness JEREMY SUTCLIFFE /s/ Stacey Bryce

Name of witness (print)

7

Exhibit 10.6

==> picture [86 x 86] intentionally omitted <==

24 September, 2007

Mr Jeremy Sutcliffe 26 Prince Albert Street MOSMAN NSW 2088

==> picture [85 x 20] intentionally omitted <==

Level 6 Sims Group House

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

Sims Group Limited ABN 69 114 838 630

Dear Jeremy

Future Terms of Employment

The purpose of this letter is to set out the arrangements which will apply to your employment with Sims Group Limited (Company) in the event that the acquisition of Metal Management Inc. (‘MMI’) proceeds. The Letter of Employment dated 5 September 2005 (2005 Contract) will continue to apply in full force, except to the extent that it is amended by this letter.

1. Position and Responsibilities

• 1.1 Effective on completion of the MMI transaction, you (You) will assume the position of Executive Director & Chairman European/Australian Metal Recycling and Global SRS Divisions Operations of the Company.

• 1.2 You will report to the Board of Directors of the Company.

• 1.3 Your Key Reports will be Ross Cunningham, Executive Director, Darron McGree, Managing Director (Australia & New Zealand) and Graham Davy, CEO (Europe & Global SRS).

• 1.4 You will be on the following Board Committees: FIC, SHEC, Nomination, Disclosure (all as a Committee Member); RAC & Compensation (in attendance).

• 1.5 Your principal responsibilities will be:

• (i) Assisting the Group CEO, as required, in fulfilling his principal responsibilities, including but not limited to:

  • (a) advice on all aspects of the Sims North American metals recycling business and key relationships and joint ventures (e.g. Adams); and

  • (b) overseeing the Executive Director (RC) rationalization of the Sydney Corporate Office.

• (ii) The day to day management of the non North American metal recycling operations, namely Australasia, Europe and Sims Recycling Solutions including, in conjunction with the Group CEO, the development of medium and long term strategies (including new regions such as Asia, Continental Europe and Africa) and progressively assisting in the transfer of responsibilities to the Group CEO in accordance with Board directions from time to time.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

• (iii) Recommending to the Board and Group CEO, strategies in respect of the structuring of the European Metals and SRS businesses and the future of the Australian non core businesses (ARA, Manufacturing, TyreCycle, SimsSteel and LMS).

• (iv) In conjunction with the Group CEO providing Australian and European Investor Relations services.

• (v) Developing Group “Sustainability/Corporate Social Responsibility” policy.

• 1.6 You will be permitted to assume a non-executive board appointment after 1 January, 2009 in a company that does not directly compete with the Company.

2. Term and Termination

• 2.1 Neither the Company nor You will exercise its/your right to terminate the employment until at least 31 October 2009. After that date, the Company and You may terminate the employment in accordance with clause 6 of the 2005 Contract.

• 2.2 In the event that your position becomes redundant, then the Company will make a payment to you of 12 months of your then current Package in lieu of notice in accordance with clause 6 of the 2005 Contract.

3. Remuneration

Fixed Remuneration Package (the Package)

• 3.1 You are entitled to a total base remuneration package of $1,474,234.00 per annum ( the Package ) commencing from 1 July 2007.

• 3.2 The Package includes the total cost to the Company of all Package components including salary, superannuation, benefits, and the cost of fringe benefits tax payable by the Company on benefits provided.

• 3.3 The Package will be subject to subject to increases on 1 July 2008 and 1 July 2009. Your Package will be increased at a level equal to the Group average increase.

• 3.4 You will not be entitled to any fees or remuneration in addition to the Package in respect of any office or position as director of any company in the Group which You may hold during your employment with the Company.

Integration Bonus

• 3.5 You will be entitled to receive a cash bonus payable on 1 August 2009 of up to $US 1 million, payable in whole or in part as determined by the Remuneration Committee based upon performance against specified targets set by the Company’s Integration Committee.

Annual Executive Bonus (Short Term Incentive)

• 3.6 You will be entitled to participate in the Executive Annual Bonus Program ( STI Bonus ) under the Group category with a maximum bonus potential of 75% of your Package. Payment of any bonus is based on the achievement of personal priorities (20% of the 75%) and the profitability ( ROCCE ) of the Company (80% of the 75%).

• 3.7 In the event that your employment is terminated by the Company (for any reason other than for summary termination), then you will be entitled to a pro rata payment of the STI Bonus, based on any partial period of employment during the bonus year.

Performance Rights (Long Term Incentive)

• 3.8 Subject to shareholder approval at the Company’s next Annual General Meeting (AGM) in November 2007, You will be eligible to participate in the Sims Group Long Term Incentive Plans (LTl’s). Annual grants under those LTl’s will be based on no less than 100% of the Package.

• 3.9 In the event that your position is made redundant, You will qualify for vesting of all tranches under the LTl’s when the performance hurdles are met, notwithstanding that your employment may have ceased prior to those performance hurdles being met.

4. Retention Incentive Scheme

• 4.1 The Retention Incentive Scheme as contained in the 2005 Contract (RIS) will continue to apply.

• 4.2 In the event that your employment is terminated by the Company (for any reason other than for summary termination) before Tranche E vests under the RIS, then you will be entitled to a cash payment on the termination of your employment in the sum of A$700,000.

If you are in agreement with the contents of this letter, please acknowledge your agreement by signing the attached duplicate of this letter and returning it to me.

Jeremy, I look forward to working with you to make the MMI acquisition a great success for the Sims Group.

Yours sincerely,

/s/ Paul Mazoudier

PAUL MAZOUDIER Chairman

Yours sincerely,

/s/ Jeremy Sutcliffe

JEREMY SUTCLIFFE Group Chief Executive

Exhibit 10.7

6 February 2001

Mr R. Cunningham 22A Upper Avenue Road MOSMAN NSW 2088

Dear Ross,

The purpose of this letter is to specify conditions which would apply to you should your employment with the Company be terminated by the Company for any reason other than fraud or gross misconduct (“termination”) and to specify the notice required by you in the case of your resignation from the Company.

• Termination Payment: In the case of termination, and in recognition of your past long service to the Company, you shall be entitled to receive one year’s total annual remuneration.

Total annual remuneration will be defined as:

• your base salary as approved in the last review, plus the gross value of the most recent annual bonus paid;

• the remuneration value of the company vehicle provided in your package (if applicable);

• the value, or notional value of the company contributions to your superannuation fund;

• the total value of any other remuneration — eg. “salary sacrifices” provided in your package (if applicable).

• Retention Payment: In the case of a take-over of the Company, and in recognition of the interests of shareholders, executives and continuity of business, if you are still in the employ of the Company 6 months following the completion of the takeover, you will be entitled to a retention payment equal to 6 months total annual remuneration. The Company shall not be entitled to terminate your employment during the 6 month period without payment of the retention payment.

• Resignation:

• In the case of your resignation from the employ of the Company, you must provide 3 months prior notice thereof to the Company.

• Corporations Law If section 200B of the Australian Corporations Law applies, then nothing in this letter shall allow you to receive an

• Limit on Benefits: amount greater than that permitted under section 200G of the Australian Corporations Law.

I should also note that the Company has just adopted a new General Redundancy Policy (the “New Policy”) (copy attached). You would be entitled, in the case of Redundancy (as defined under the New Policy), to a payment under either the New Policy or the previous policy it replaced (the “Existing Policy”) (as defined under the New Policy) (copy attached). The payment will be the greater of the two amounts calculated in accordance with the New Policy and the Existing Policy applicable to an employee on job level JG 22+.

These conditions will expressly form part of your contract of service with the Company from the date of this letter. Kindly sign, date and return the attached copy of this letter to indicate your acceptance of these conditions.

Yours sincerely,

SIMSMETAL LIMITED / SIMSMETAL SERVICES PTY LTD

JOHN CRABB Managing Director and CEO Simsmetal Limited

I accept these conditions of employment:

ROSS CUNNINGHAM

Dated:

Exhibit 10.8

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PRIVATE & CONFIDENTIAL

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Level 6 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia

12 November 2007

Mr Ross Cunningham Sims Group Limited 6/41 McLaren Street NORTH SYDNEY NSW 2060

GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com Sims Group Limited ABN 37 008 634 526

Dear Ross,

The purpose of this letter is to set out the currently proposed post-Metal Management arrangement which will apply to you assuming completion. Nothing in this letter is intended to replace the conditions which apply to your employment under the letter dated 6 February 2001, and that letter will continue to have full contractual force.

1. Effective on Closing of the Sims Metal Management transaction, you will retain your position as an ‘Executive Director’ of Sims Group Limited, reporting to Jeremy Sutcliffe.

2. In that position your principal responsibilities during calendar 2008, will be to assist in the post closure merger integration implementation with particular focus on:

3. assisting the new Group CFO to transition agreed finance and administration functions from Sydney to Chicago/New York;

4. ensuring an agreed adequate structure remains in place in Sydney for the F08 audit and ongoing ASX, treasury and banking purposes (and recommending/appointing appropriate agreed personnel);

5. implementing and progressing the divestiture process for any agreed divesture of assets currently within your reporting responsibility area — ARA, TyreCycle, Manufacturing and LMS;

6. reviewing, and if agreed appropriate, overseeing the transition of the CME back office functions to Hong Kong or an alternate agreed location;

7. ensuring the Fiscal 08 audit is appropriately managed/completed.

8. These responsibilities, together with your contribution to the successful completion of the MM transaction, would constitute the basis of your F08 personal priorities for STI purposes.

1

1. Your remuneration package (‘Package’) for F08 will be as per your most recent review. Your Package will be increased by 4.5% on 1 July 2008.

2. Subject to shareholder approval, you will receive, effective 1 July 2007, a grant of three tranches of LTI Performance Rights/cash entitlements. In the event that your position is made redundant under the terms of the Company LTI Scheme, you would qualify for vesting of these three tranches, as/when the retention performance hurdles are met, notwithstanding that your employment may cease prior to those performance hurdles being met. Any further grants will be at the discretion of the Board.

3. You will also be entitled to pro rata STI, based on any partial period of employment in the F08 and F09 bonus years.

I look forward to working with you to make the acquisition a great success for the Sims Group.

Yours sincerely, /s/ Paul Mazoudier Paul Mazoudier Chairman Sims Group

2

Exhibit 10.9

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8 January 2007

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

Mr Graham Davy

Sims Group Limited ABN 69 114 838 630

Dear Graham,

EMPLOYMENT WITH SIMS GROUP

I am pleased to offer you, on behalf of Sims Group Limited (‘Company’) a revised contract with Sims Group Limited. A reference to the Company may also be to a Related Body Corporate (as defined in the Corporations Act, Cth ) of the Company (‘Related Entity’) from time to time. Your contract of employment will be with Sims Group UK Limited. This offer letter (“Agreement”) contains the terms and conditions of your employment effective the date of this Agreement.

Commencement Date and Leave Provisions

Our records show that you joined the Company on 19[th] September 1988. This date will be used for the calculation of all service and leave provisions.

Position

Your position is that of Managing Director — Sims Recycling Solutions — Global Operations and you will report to me.

Term

This Agreement is for an initial fixed term of two years commencing 1[st] October 2006 (“Term”). At the completion of the Term your employment will automatically continue on the terms and conditions of this Agreement unless and until a termination event occurs. Termination is set out in a separate clause in this Agreement.

Location

You will be located at the Sims Group UK Limited Stratford-upon-Avon office.

International travel will be required on a regular basis to fulfil your responsibilities.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

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Remuneration

Your total fixed remuneration (“Package”) for the current financial year will be Stg 230,000 per annum. The components within this total Package are flexible. Your next salary review will be effective 1 July 2007.

Bonus Incentive Programmes

You will continue to be eligible for the executive short term incentive programme (“STI Programme”) and executive long term incentive programme (“LTI Programme”) for F07 as has been previously been advised by the Company to you.

The Company reserves the right to vary its STI Programme and its LTI Programme at its sole discretion for subsequent years. An external review is being undertaken and it is envisaged this will result in changes to both programmes being introduced at the commencement of F08.

The terms of a Special Bonus in respect of US growth through to 30th June, 2007 have been separately advised to you.

Termination

The Company may not terminate, other than for Cause, your employment during the Term.

Other than with the agreement of the Company, you may not terminate the Agreement during the Term.

The Company may terminate your employment at any time by giving not less than 12 months prior written notice served on or at anytime after the expiry of the Term. The Company may, at its option, make a payment to you equal to 12 months of your Package applying at the time of termination in lieu of notice. If termination is by reason of redundancy, you will be entitled to the greater of 12 months notice (or payment in lieu) or an amount calculated by reference to the Sims Group Redundancy Policy. If termination is for Cause, the Company is not required to give any prior notice or payment in lieu thereof.

After the completion of the Term, you will be required to provide 3 months prior written notice to the Company to terminate the Agreement.

The term ‘Cause’ when used herein means any one of the following:

• (i) Your conviction of an offence involving fraud, dishonesty or an act of moral turpitude; or

• (ii) Failure or refusal by you to materially comply with a term of this Agreement, provided that, to the extent such refusal or failure is susceptible to cure, it is not cured within fifteen (15) business days after the delivery of written notice by the Company to you; or

• (iii) Wilful or intentional misconduct or gross negligence by you in the performance of your duties under this Agreement; or

• (iv) Failure or refusal by you to materially comply with a reasonable specific direction from me; or

• (v) Your wilful violation of a significant Company policy committed in connection with the performance of your duties.

Corporations Act limit on benefits

If section 200B of the Corporations Act, Cth applies, then nothing in this Agreement shall allow you to receive an amount greater than that permitted under section 200G of the Corporations Act, Cth .

2

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Code of Conduct

The Company’s Code of Conduct (as amended) (‘Code’) defines the Company’s basic principles of business conduct and outlines minimum standards of behaviour expected from the Company’s employees. It is a condition of your employment that you comply at all times with the Code and with the Company’s other policies and procedures.

Please also note that the use of the Company’s email and internet facilities implies acceptance of the Company’s Email and Internet Usage Policy.

Confidential Information

You will not either during the continuance of your employment, or at any time thereafter except in the proper course of your duties hereunder, or as required by law or by the Company, use or disclose to any person or persons or company any confidential information of, or relating to, the Company or any of its Related Entities or joint venture entities, or any person or persons or company with whom you or the Company have come into contact as a result of your employment, or any trade or business secrets which have come into your possession pursuant to your employment, and further you will use your best endeavours to prevent the use of disclosure of any such information by third parties.

Disclosure of Interest

You will not, during the continuance of your employment, either directly or indirectly in any capacity carry on, advise, provide services or be engaged, concerned or interested in, or associated with, any business or activity which is competitive with any business carried on by the Company or any of its Related Entities or joint venture entities at any time during the continuance of your employment, or be engaged or interested in any public or private work on duties which in the reasonable opinion of the Company may hinder or otherwise interfere with the performance of your duties under this Agreement. This paragraph shall not prohibit the holding (whether directly or through nominees) of shares listed on a recognised stock exchange.

If you are in agreement with the contents of this letter and accept the terms offered, please acknowledge your agreement by signing the enclosed duplicate of this letter and returning it to me.

Yours sincerely,

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JEREMY SUTCLIFFE Group Chief Executive

3

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I accept the terms and conditions as stated in this Agreement.

Graham Davy /s/ Graham Davy Name Signature

12[th] February 2007 Date

4

Exhibit 10.10

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February 16, 2007

Mr Bob Kelman 40 West 22[nd] Street New York, NY 10010

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

Sims Group Limited ABN 69 114 838 630

Dear Bob,

EXECUTIVE EMPLOYMENT AGREEMENT

I refer to our recent discussions in relation to your proposed appointment as President & COO, Metals Recycling of Sims Hugo Neu Corporation. I also refer to your existing Executive Employment Agreement dated December 21, 2005. This Agreement will remain in force, save as amended by this letter and all terms referred to below will have the same meaning as in your existing Agreement.

1. Position, Duties and Responsibilities

The Executive’s job title will be President & Chief Operating Officer, Metals Recycling of the Company, initially reporting directly to the Group Chief Executive of Sims Group Limited.

As was explained to you, on a strictly confidential basis, an organisational restructure of Sims Group Limited is currently under consideration. It is contemplated that the Group’s international Recycling Solutions business, which is currently managed globally, be split on a regional basis and that a new Group CEO North America be appointed to run the Recycling Solutions business and to whom you would then report in your ongoing capacity as President & COO, Metals Recycling of the Company. For the avoidance of doubt, it is contemplated that responsibility for the NYCRC would remain yours in such a restructure. In accepting this new position you acknowledge, and must commit your support in principle to such a restructure.

As President & COO, Metals Recycling you will be responsible for the P&L, commercial, operational, SHEC and HR aspects of the Company, including Schiabo Larovo, NYCRC and for the overall growth and development of the metal recycling business of the Company.

All current executives of the Company, with the exception of the Global Trade team (where the existing dotted line responsibility in respect of North American ferrous sales will continue) will report directly, or through others, to you under a structure to be agreed and formalised.

2. Compensation

• (a) Base Salary : Your Annual Base Salary, effective February 1, 2007 shall be $525,000 increasing, subject to satisfactory performance, to $600,000 on July 1, 2007.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

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• (b) Bonus : Your current ROCCE bonus in respect of the period February 1, 2007 to June 30, 2007 and thereafter will be increased from 50% to 65%. Please note your F07 bonus will be paid 7/12’s at the old rate and 5/12’s at the new rate based on the full year’s performance of the Company — i.e. not based on the actual earnings of the first 7 and last 5 months respectively. From F08, in addition to a new STI scheme you will be eligible for a minimum 30% LTI under the new programme currently awaiting approval by the Remuneration Committee.

As you were not given any specific Personal Priorities for F07 your ROCCE bonus will be driven solely by the financial performance of the Company.

• (c) Special Bonus : You will also receive a special bonus of up to $100,000, at the discretion of the Company, based on your achievement of the Personal Priorities attached to this letter in respect of the period through to June 30, 2007. Please note this is a special “one off bonus” in recognition of the integration needs of the Company at this important time. Your F08 Personal Priorities will be incorporated within your annual bonus percentage under the terms of the new STI/LTI Plan, which is to be introduced.

3. Term

Your current employment term will be extended to June 30, 2010.

4. Miscellaneous

Future notices should be sent to: Jeremy Sutcliffe Sims Group Limited Level 6, 41 McLaren Street North Sydney NSW 2060 Australia

Bob, I trust this is acceptable to you and I very much look forward to working with you.

Yours sincerely,

SIMS GROUP LIMITED

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JEREMY SUTCLIFFE Group Chief Executive

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of February 1, 2007.

By:

Bob Kelman

Date:

Exhibit 10.11

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8 January 2007

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

Sims Group Limited ABN 69 114 838 630

Mr Darron McGree 34B Bulls Road CRONULLA NSW 2230

Dear Darron,

EMPLOYMENT WITH SIMS GROUP

I am pleased to offer you, on behalf of Sims Group Limited (‘Company’) a formal contract with Sims Group Limited. A reference to the Company may also be to a Related Body Corporate (as defined in the Corporations Act) of the Company (‘Related Entity’) from time to time. Your contract of employment will be with Simsmetal Services Pty Limited. This offer letter (“Agreement”) contains the terms and conditions of your new contract effective the date of this Agreement.

Commencement Date and Leave Provisions

Our records show that you joined the Company on 14 February 1983. This date will be used for the calculation of all service and leave provisions.

Position

Your position is that of Managing Director Australia & New Zealand, Sims Group Australia Holdings Limited and you will report to me.

Term

This Agreement is for an initial fixed term of two years commencing 1 October 2006 (“Term”). At the completion of the Term your employment will automatically continue on the terms and conditions of this Agreement unless and until a termination event occurs. Termination is set out in a separate clause in this Agreement.

Location

You will be located at the Sims Group Australia Holdings Limited Botany office.

Interstate and international travel will be required from time to time to fulfil your responsibilities.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

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Remuneration

Your total fixed remuneration (“Package”) for the current financial year will be A$550,000 per annum. The components within this total Package are flexible. Your next salary review will be effective 1 July 2007.

Bonus Incentive Programmes

You will continue to be eligible for the executive short term incentive programme (“STI Programme”) and executive long term incentive programme (“LTI Programme”) for F07 as has been previously been advised by the Company to you.

The Company reserves the right to vary its STI Programme and its LTI Programme at its sole discretion for subsequent years. An external review is being undertaken and it is envisaged this will result in changes to both programmes being introduced at the commencement of F08.

Termination

The Company may not terminate, other than for Cause, your employment during the Term. Other than with the agreement of the Company, you may not terminate the Agreement during the Term.

The Company may terminate your employment at any time by giving not less than 12 months prior written notice served on or at anytime after the expiry of the Term. The Company may, at its option, make a payment to you equal to 12 months of your Package applying at the time of termination in lieu of notice. If termination is by reason of redundancy, you will be entitled to the greater of 12 months notice (or payment in lieu) or an amount calculated by reference to the Sims Group Redundancy Policy. If termination is for Cause, the Company is not required to give any prior notice or payment in lieu thereof.

After the completion of the Term, you will be required to provide 3 months prior written notice to the Company to terminate the Agreement.

The term ‘Cause’ when used herein means any one of the following:

• (i) Your conviction of an offence involving fraud, dishonesty or an act of moral turpitude; or

• (ii) Failure or refusal by you to materially comply with a term of this Agreement, provided that, to the extent such refusal or failure is susceptible to cure, it is not cured within fifteen (15) business days after the delivery of written notice by the Company to you; or

• (iii) Wilful or intentional misconduct or gross negligence by you in the performance of your duties under this Agreement; or

• (iv) Failure or refusal by you to materially comply with a reasonable specific direction from me; or

• (v) Your wilful violation of a significant Company policy committed in connection with the performance of your duties.

Retention Payment

In the case of a take over of the Company, and in recognition of the interests of shareholders, executives and continuity of business, if you are still in the employ of the Company 6 months following the completion of a take over, you will be entitled to a retention payment equivalent to 6 months of your current Package (“Retention Payment”). The Company shall not be entitled to terminate your employment during the 6 month period without payment of the Retention Payment.

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“Take Over” means any transaction (whether by scheme, takeover bid under the Corporations Act or other arrangement) under which a party acquires more than 50% of the issued share capital of the Company.

Corporations Act limit on benefits

If section 200B of the Corporations Act applies, then nothing in this Agreement shall allow you to receive an amount greater than that permitted under section 200G of the Corporations Act .

Code of Conduct

The Company’s Code of Conduct (as amended) (‘Code’) defines the Company’s basic principles of business conduct and outlines minimum standards of behaviour expected from the Company’s employees. It is a condition of your employment that you comply at all times with the Code and with the Company’s other policies and procedures.

Please also note that the use of the Company’s email and internet facilities implies acceptance of the Company’s Email and Internet Usage Policy.

Confidential Information

You will not either during the continuance of your employment, or at any time thereafter except in the proper course of your duties hereunder, or as required by law or by the Company, use or disclose to any person or persons or company any confidential information of, or relating to, the Company or any of its Related Entities or joint venture entities, or any person or persons or company with whom you or the Company have come into contact as a result of your employment, or any trade or business secrets which have come into your possession pursuant to your employment, and further you will use your best endeavours to prevent the use of disclosure of any such information by third parties.

Disclosure of Interest

You will not, during the continuance of your employment, either directly or indirectly in any capacity carry on, advise, provide services or be engaged, concerned or interested in, or associated with, any business or activity which is competitive with any business carried on by the Company or any of its Related Entities or joint venture entities at any time during the continuance of your employment, or be engaged or interested in any public or private work on duties which in the reasonable opinion of the Company may hinder or otherwise interfere with the performance of your duties under this Agreement. This paragraph shall not prohibit the holding (whether directly or through nominees) of shares listed on a recognised stock exchange.

If you are in agreement with the contents of this letter and accept the terms offered, please acknowledge your agreement by signing the enclosed duplicate of this letter and returning it to me.

Yours sincerely,

/s/ Jeremy Sutcliffe

JEREMY SUTCLIFFE Group Chief Executive

3

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I accept the terms and conditions as stated in this Agreement.

Name	Signature
Date

4

Exhibit 10.12

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24 September, 2007

Robert C. Larry

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Level 5 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com

Sims Group Limited ABN 69 114 838 630

Dear Rob,

Employment Agreement dated 1 July 2001 (amended 10 August 2005)

We refer to your employment agreement with Metal Management, Inc ( MMI ) dated 1 July 2001, and amended 10 August 2005 ( Employment Agreement ).

As you know, on the date of this letter, Sims Group Limited ( Sims ) intends to enter into an Agreement and Plan of Merger among Sims, MMI Acquisition Corporation and MMI ( Merger Agreement ). Under the terms of the Merger Agreement, if Closing occurs (as defined in that agreement):

• MMI will merge with MMI Acquisition Corporation;

• all common stock in MMI (other than that held by Sims) will convert into a right to receive American Depository Shares each representing a Sims Ordinary Share at the agreed exchange ratio set out in the Merger Agreement; and

• MMI will become a wholly owned subsidiary of Sims.

The purpose of this letter is set out the changes to your Employment Agreement that we propose would become effective should Closing occur under the Merger Agreement. If these changes are acceptable to you and to MMI, please arrange to sign the attached copy of this letter and arrange to have it signed by MMI.

We confirm that the terms of this letter will not have any force or effect unless and until Closing occurs as defined in the Merger Agreement.

The amendments to the Employment Agreement are as follows:

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1. Employment

Position: Group Chief Financial Officer of Sims

Reporting Group Chief Executive Officer of Sims to:

2. Term

The term of employment will continue through to close of business on 30 June 2012 and shall thereafter be extended in accordance with the terms of the Employment Agreement.

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

3. Compensation

(a) Base compensation: This will remain be adjusted to $US600,000 with effect from Closing and would then be subject to further amendment in accordance with the terms of the Employment Agreement.

(b) Annual bonus: The annual bonus arrangements shall continue to apply on the same basis as the existing arrangements but will be reset to apply for the period to 30 June 2008. Any entitlement will be paid in full at or before Closing.

From 1 July 2008, you will eligible to receive the an annual bonus of up to 100% of your Base Remuneration under the Sims Revised Short Term Incentive (STI) plan as determined by the Remuneration Committee consistent with the combined base salary and cash bonus earnings potential under the Employment Agreement.

(c) Annual Restricted Stock Grant: All prior Annual Restricted Stock Grants made to you will vest in accordance with the terms of your Employment Agreement and the 2002 Stock Plan (including any grants made by MMI in respect of the period ending 30 June 2008 at or before Closing). You will become entitled to participate in the Sims LTI for an amount equal to 100% of your Base Compensation effective from 1 July 2008 and thereafter to annual grants under the Sims LTI.

4. Other terms

Life insurance and auto allowance consistent with past practice. Vacation will be 5 weeks per fiscal year of Sims and any unutilised vacation will be forfeited. All other terms of your Employment Agreement remain unamended.

5. Confirmation as to effect of this letter

You hereby agree and confirm that none of the employment changes or terms contained in this letter shall trigger an entitlement by you (other than vesting of all stock grants) to the payments and benefits described in Section 4(c) of your original employment agreement dated

1 July 2001, or those described in Sections 2 and/or 3 of your amended employment agreement dated 10 August 2005, or otherwise constitutes constructive discharge.

If you agree with the terms of this letter, please sign the attached copy of this letter, arrange for it to be signed by MMI and then returned on or before the time of execution of the Merger Agreement.

Yours sincerely

/s/ Paul Mazoudier

PAUL MAZOUDIER

Chairman

Signed: /s/ Robert Larry

ROBERT LARRY

Dated: 10/10/07

Exhibit 10.13

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24 September, 2007

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Daniel W. Dienst C/- Metal Management Inc.

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

Dear Dan

Sims Group Limited ABN 69 114 838 630

Employment Agreement dated 26 July 2007

We refer to your employment agreement with Metal Management, Inc (MMI) dated 26 July 2007 (Employment Agreement) .

As you know, on the date of this letter, Sims Group Limited (Sims) intends to enter into an Agreement and Plan of Merger among Sims, MMI Acquisition Corporation and MMI (Merger Agreement) . Under the terms of the Merger agreement, if Closing occurs (as defined in that agreement):

• MMI will merge with MMI Acquisition Corporation;

• all common stock in MMI (other than that held by Sims) will convert into a right to receive American Depository Shares each representing a Sims Ordinary Share at the agreed exchange ratio set out in the Merger Agreement; and

• MMI will become a wholly owned subsidiary of Sims.

The purpose of this letter is to set out the changes to your Employment Agreement that we propose would become effective should Closing occur under the Merger Agreement. If these changes are acceptable to you and to MMI, please arrange to sign the attached copy of this letter and arrange to have it signed by MMI.

We confirm that the terms of this letter will not have any force or effect unless and until Closing occurs as defined in the Merger Agreement.

The amendments to the Employment Agreement are as follows:

1. Employment

Position: Group Chief Executive Officer of Sims, Chairman of North American Metal Recycling Operations

Reporting to: The Board of Directors of Sims

Board positions: Member of the Board of Sims and relevant Sims subsidiaries

Board Committees: FIC, SHEC, Nomination (all as a Committee Member), Disclosure (Chair), RAC & Compensation (in attendance). Initial Key Reports: Group CFO, Presidents of North America, President of Global Trade, Michael Lion / Lion Consulting Inc (CME)

METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS

Principal Responsibilities:

(i) In accordance with the general guidelines of the Board, management of the day to day operations and strategic direction of the North American metal recycling operations of the Sims Group with particular emphasis on:

• (a) successful operational integration of the former Sims and former MMI business;

• (b) implementing plans to deliver projected synergies in a timely manner;

• (c) ensuring the former Sims and MMI corporate and ‘people’ cultures are successfully merged;

• (d) developing a common North American compensation strategy (base, STI & LTI) consistent with Sims Group strategy, ensuring the retention of key personnel and succession planning;

• (e) overseeing the transfer of corporate finance and administrative functions, under the day to day direction of the Group CFO, from Sydney to Chicago / New York including SOX compliance;

• (f) developing a medium and long term strategy including metals recycling organic and acquisitive growth and technological advancement.

(ii) Develop a global Investor Relations Strategy (in conjunction with Jeremy Sutcliffe — Executive Director) and, as Group CEO manage the presentation of the Company to global institutional and private investors

(iii) As (i) (a)-(e) are progressively implemented, increasingly become involved in the areas of responsibility of Jeremy Sutcliffe — Executive Director, i.e. Europe, Australasia and Sims Recycling Solutions and assume direct responsibility no later than 1 November 2009.

(iv) Responsibility for Global Trade namely the export of North American metals recycling material (ferrous and non ferrous) and the third country and North American brokerage business including the risk management thereof. Ensure a proper co-ordination of the marketing activities of MMI international non ferrous material with Sims Group marketing via the CME.

2. Term

The term of employment will continue through to close of business on 30 June 2012 and shall thereafter be extended in accordance with the terms of the Employment Agreement.

3. Compensation

(a) Base compensation: This will remain as set out in the Employment Agreement until 30 June 2008. Base salary will be reviewed for an increase once global CEO responsibilities are assumed in full and will be based on benchmarking of relevant data obtained by the Sims Remuneration Committee at that time.

(b) Annual bonus: At or before the Closing, you will be paid an amount equal to 200% of your base salary as the annual bonus for the period ending March 31, 2008 plus an additional three months of annualized bonus compensation at the same percentage.

From 1 July 2008, you will receive the benefit of a revised Short Term Incentive (STI) plan as determined by the Remuneration Committee consistent with the combined base salary and cash bonus earnings potential under the Employment Agreement. It is understood that a discussion regarding an adjustment of the combination of Base and STI effective 1 July 2008 for FY09 onwards may be appropriate to align the STI hurdles with the senior executive team without impairment to the targeted levels of earnings opportunity.

(c) Annual Restricted Stock Grant: All Annual Restricted Stock Grants made to you will vest at Closing in accordance with the terms of your Employment Agreement (including any grants made by MMI in respect of the period ending 31 March 2008 at or before Closing). You will have no additional right to an Annual Restricted Stock Grant from the merged companies in respect of the period to 31 March 2008 but rather will become entitled to participate in the Sims LTI for 200% of Base Remuneration, effective from 1 July 2008 but subject to approval of shareholders at the 2008 Annual General Meeting of Sims and thereafter to annual grants under the Sims LTI.

It is understood that there may be a need to address the peer group for TSR hurdle purposes to better align it with a predominately US based business. This will be discussed at the time and you will be satisfied with whatever peer group the Remuneration Committee decides is appropriate.

(d) Special restricted Stock Grant:

Subject to Section 5 below, Section 3(d) of your Employment Agreement shall apply as follows:

(i) the MTLM Shares referenced in Section 3(d) of your Employment Agreement shall be converted shares of SGL at the agreed exchange ratio as set out in the Merger Agreement;

(ii) in accordance with the terms of the Merger Agreement, it is understood the MTLM Shares referenced in Section 3(d) of your Employment Agreement will fully vest at Closing;

(iii) if you resign or terminate your employment other than for Good Reason, the following amounts will be paid by you to Sims:

• (1) $US 3 million if the resignation or termination occurs before 1 July 2010;

• (2) $US 2 million if the resignation or termination occurs before 1 July 2011;

• (3) $US 1 million if the resignation or termination occurs before 1 July 2012; and

(iv) you will forfeit all future grants of unvested shares if you resign other than for Good Reason.

(e) Integration Bonus

You will be entitled to receive a cash bonus payable on 1 August 2009 of up to $US 1 million, payable in whole or in part as determined by the Remuneration Committee based upon performance against specified targets set by the Sims Integration Committee.

4. Other terms

All other terms of your Employment Agreement remain unamended. You will be reimbursed for the reasonable and necessary attorneys’ fees and associated expenses incurred by you in connection with the negotiation and documentation of this letter,

5. Confirmation as to effect of this letter

You hereby agree and confirm that none of the employment changes or terms contained in this letter create a Triggering Event (as that term is defined in Section 8(a) (iii) of your Employment Agreement), or Good Reason (as that term is defined in Section 8(a) (i) of your Employment Agreement), or otherwise constitutes constructive discharge,

If you agree with the terms of this letter, please sign the attached copy of this letter, arrange for it to be signed by MMI and then returned on or before the time of execution of the Merger Agreement.

Yours sincerely,

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PAUL MAZOUDIER

Chairman

Signed: DAN DIENST Dated: 9/24/07

Exhibit 10.14

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

OPERATING AGREEMENT OF SA RECYCLING LLC

THIS OPERATING AGREEMENT (this “Agreement”) is made effective as of September 1, 2007, by and between Adams Steel, LLC, a Delaware limited liability company (“Adams Steel”), and Simsmetal West LLC (formerly known as Sims Hugo Neu West LLC), a Delaware limited liability company (“Sims”).

RECITALS:

A. SA Recycling LLC (the “Company”), is a limited liability company organized pursuant to the Act; and

B. The parties are entering into this Agreement to set forth their respective rights and obligations with respect to each other and the Company.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, capitalized terms shall have the meaning ascribed to them in Schedule 1.

1.2 Rules of Construction. Unless the context clearly dictates otherwise, the following shall apply: (a) references in this Agreement to a gender shall be deemed to include each gender and the neuter, references to the singular shall be deemed to include the plural, and references to “or” shall be deemed to be disjunctive but not necessarily exclusive; (b) use of the word “include” or “including” shall be deemed to mean “including without limitation”; (c) references to “Articles,” “Sections,” “Schedules” or “Exhibits” are references to the Articles, Sections, Schedules or Exhibits of this Agreement unless otherwise noted; and (d) references to Sections herein include all subsections that are subsidiary to the referenced Section.

ARTICLE II

FORMATION AND RELATED MATTERS

2.1 Formation. The Company has been organized as a Delaware limited liability company by executing and delivering the Certificate of Formation to the Delaware Secretary of State in accordance with and pursuant to the Act.

2.2 Intent. The Members intend that the Company shall be classified and treated as a partnership for federal and state tax purposes only, and that no provision of this Agreement shall be deemed or construed to constitute the Company a partnership (including a limited partnership) or joint venture, or any Member, a partner or joint venturer of or with any other Member, for purposes of Section 303 of the federal Bankruptcy Code or any other purpose. Accordingly, the Members hereby agree not to take any position or any action or to make any election, in a tax return or otherwise, inconsistent herewith.

2.3 Name. The name of the Company shall be “SA Recycling LLC”.

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2.4 Purpose. The purpose of the Company shall be to purchase, process and sell scrap metal in the Territory (the “Business”) and to engage in any other lawful business or activity permitted under the Act and to do any and all other actions and things which may be necessary, incidental or convenient with respect thereto.

2.5 Powers. The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.

2.6 Registered Agent and Registered Office. The initial registered agent of the Company is Corporation Service Company, and the street address of its registered office is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.

2.7 Principal Place of Business. The Company’s principal place of business shall be located at 3200 E. Frontera, Anaheim, California 92806. The Company’s principal place of business may be changed from time to time by the Board of Directors (as defined herein) in accordance with the provisions hereof.

2.8 Term. The term of the Company shall be perpetual.

2.9 Documents. The Members shall promptly execute and file all certificates or other documents, including amendments to the Company’s Certificate of Formation and fictitious name or assumed name certificates, and shall take such other acts as shall from time to time be required by the Act, other applicable laws of the States of Delaware, California, Nevada and Arizona and applicable laws of other states in which the Company conducts its business.

ARTICLE III

CAPITAL CONTRIBUTIONS AND ACCOUNTS

3.1 Capital Contributions and Interests.

(a) Capital Contributions for Issuance of Interests. Pursuant to the Contribution Agreement, Sims shall make an initial Capital Contribution to the Company equal to the Sims Assets in exchange for an Interest in the Company, and Adams Steel shall make an initial Capital Contribution to the Company equal to the Adams Steel Assets in exchange for an Interest in the Company. The corresponding initial Percentage Interest of each Member is set forth opposite its name below:

Member

Member Percentage Interest Adams Steel 50% Sims 50%

(b) Additional Capital Contributions. No Member shall be permitted to make any additional Capital Contributions unless otherwise unanimously approved by all Members. In such event, the amount of any such additional Capital Contributions shall be equal to such Member’s pro rata portion of the aggregate Capital Contributions approved by the Members, based on such Member’s Percentage Interest. All Capital Contributions in the form of cash shall be held by the Company in an interest bearing account until released at such times and in such amounts as determined by the Board of Directors in accordance with the provisions hereof.

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3.2 Interest Earned on Company Capital. Interest earned on Company funds shall inure to the benefit of the Company, and no Interest Holder shall be entitled to receive interest on any Capital Contribution.

3.3 Return of Capital Contributions. Except as otherwise provided in this Agreement, no Interest Holder shall have the right to receive the return of any Capital Contribution.

3.4 Capital Accounts. A separate Capital Account shall be maintained for each Interest Holder in accordance with Regulations Section 1.704-1(b)(2)(iv) (taking into account any future amendments to such Regulation and any corresponding provisions of any succeeding Regulations). Without limiting the generality of the foregoing, an Interest Holder’s Capital Account shall generally be computed as follows:

(a) To each Interest Holder’s Capital Account, there shall be credited (i) such Interest Holder’s Capital Contributions, (ii) such Interest Holder’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Article 4 hereof, and (iii) the amount of any Company liabilities assumed by such Interest Holder or that are secured by any Company Property distributed to such Interest Holder;

(b) To each Interest Holder’s Capital Account, there shall be debited (i) the amount of cash and the Gross Asset Value of any Company Property distributed to such Interest Holder, (ii) such Interest Holder’s distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Article 4 hereof, and (iii) the amount of any liabilities of such Interest Holder assumed by the Company or that are secured by any property contributed by such Interest Holder to the Company;

(c) In the event of a Transfer of an Interest, the transferee shall succeed to the Capital Account of the transferor as of the effective date of

the Transfer; and

(d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) and the definition of “Capital Contribution,” there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and the Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Board of Directors determines that it is prudent to modify the manner in which the Capital Accounts or any debits or credits thereto (including debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or the Interest Holders) are computed in order to comply with such Regulations, the Board of Directors shall inform all of the Interest Holders that it believes that it is necessary to make such modifications.

3.5 Member Loans and Guarantees. No Member shall have any obligation to make any loan or advance to the Company or guarantee any Company obligation.

3.6 New Debt Facility.

(a) On or prior to the date of this Agreement, the Company has entered into the Credit Agreement with Bank of America, N.A (the “Lender”) for a line of credit (the “Line of Credit”) in the principal amount of [•] to fund the Company’s working capital requirements and other capital requirements to operate its business. Financing of working capital for the Company shall be provided

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solely by the Line of Credit or alternatively by Capital Contributions by each of the Members pursuant to Section 3.1(b) of this Agreement.

(b) In accordance with Section 4.1(b) hereof, the Company shall use the proceeds of the Line of Credit to make the Sims Special Initial Distribution (as defined herein) and the Adams Steel Special Initial Distribution (as defined herein). Sims and Adams Steel shall use the Sims Special Initial Distribution and the Adams Steel Special Initial Distribution, respectively, to retire debt owed to third party creditors.

(c) Sims Group Limited and Adams Steel (and certain of the members of Adams Steel) have agreed to guarantee the repayment of the Line of Credit pursuant to the Credit Agreement.

(d) It is the intent of the Members that the Sims Special Initial Distribution and the Adams Steel Special Initial Distribution are allocated to Sims and Adams Steel, respectively, so that the Sims Special Initial Distribution and the Adams Steel Special Initial Distribution will each qualify as a non-taxable debt-financed distribution under Regulations Section 1.707-5(b) to the maximum extent allowed by law (the “Intended Tax Treatment”). The Members agree to not report or take any tax position (on a tax return or otherwise) for United States federal, state and local income tax purposes that is inconsistent with the Intended Tax Treatment.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions.

(a) Generally. Distributions of cash shall be made solely from Cash Available for Distribution. Except as otherwise provided herein, all Distributions made from Cash Available for Distribution shall be distributed to the Interest Holders pro rata in accordance with their respective Percentage Interests. Subject to the provisions hereof, for each taxable year of the Company, Distributions made to the Interest Holders shall be made in accordance with this Article 4 and determined by the Board. It is the intent of the parties that subject to the other provisions of this Agreement, the target annual Distributions shall be at least ten percent (10%) of the total net profit before taxes in such taxable year.

(b) Special Initial Distribution. Notwithstanding Section 4.1(a) hereof, as soon as practicable but in no event later than ninety (90) days following the Effective Date, the Company shall make a one-time Distribution of cash to Sims (the “Sims Special Initial Distribution”) and a one-time Distribution of cash to Adams Steel (the “Adams Steel Special Initial Distribution”), in each case in an amount equal to the lesser of (i) the Third Party Indebtedness of Adams Steel on the date of this Agreement and (ii) [•] . Neither Sims nor Adams shall be entitled to any additional distribution to satisfy any tax obligation due and owing as a result of either the Sims Special Initial Distribution or the Adams Special Initial Distribution.

(c) Other Limitations. No Distribution shall be declared or made if, after giving effect to the Distribution, (i) the Company would be unable to pay its debts as they become due in the usual course of business; (ii) the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company; or (iii) such Distribution would otherwise be in violation of the Act. Except as otherwise may be permitted upon liquidation of the Company under Section 8.2 or as may be approved by the Board, the Company shall not make any Distribution to the Interest Holders in property other than in cash.

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(d) Certain Indemnification Obligations.

(i) With reference to the initial Members’ respective indemnification obligations pursuant to Article 9 of the Contribution Agreement and specifically Section 9.9 thereof and the Members’ indemnification obligations pursuant to Section 10.4 of this Agreement, each Member acknowledges and agrees that a Member or the Company, or certain Persons affiliated therewith, may, from time to time, deliver to another Member a written claim for indemnification thereunder (an “Indemnification Claim”). Upon any Final Determination (as such term is defined herein) of any Indemnification Claim, then and solely to the extent that the total monetary amount of the Adverse Consequences relating to such Indemnification Claim (such amount, the “Indemnification Amount”) is unpaid by the Indemnifying Person as of the date of any Distribution, that part of the cash amount of such Distribution equal to the unpaid Indemnification Amount (or if the unpaid Indemnification Amount is more than the total cash amount of such Distribution, the total cash amount of such Distribution) otherwise payable to such Indemnifying Person or any transferee of an Interest of such Indemnifying Person, as a Member, under this Agreement shall be retained by the Company if the Company made such Indemnification Claim, or if the Indemnification Claim is made by a Member or Person affiliated therewith then such amount shall be paid directly by the Company to such Indemnified Person, as applicable, in accordance with Article 9 of the Contribution Agreement or Section 10.4 of this Agreement, as the case may be. Any part of the Indemnification Amount which is still unpaid after such retention or payment by the Company will remain due and payable by the Indemnifying Person (including any interest payable thereon under the Contribution Agreement or this Agreement). For the purposes hereof, a “Final Determination” means the final, non-appealable resolution of any Indemnification Claim pursuant to Article 9 of the Contribution Agreement (including, for such purpose, the application of the dispute resolution process set forth in Section 12.4 thereof) or Section 10.5 hereof.

(ii) Each Member expressly acknowledges and agrees that it shall have no right to object, prevent, delay or otherwise dispute the payment to any Indemnified Person of any portion of any Distribution pursuant to this Section 4.1(d). Each Member further expressly acknowledges and agrees that, notwithstanding anything to the contrary herein, any and all Distributions shall be applied as follows: (A) first , for tax distributions pursuant to Section 4.2; (B) second , to satisfy any obligations of such Member relating to outstanding Indemnification Claims for which there has been a Final Determination; (C) third , to reimburse or repay any amounts otherwise due and payable to the Company by such Member with respect to loans or advances made to such Member; and (D) fourth , for any such other purpose.

4.2 Tax Distributions. For each taxable year of the Company, the Company shall calculate the following tax distribution amount (“Tax Distribution Amount”) with respect to each Interest Holder by (i) multiplying the current year’s taxable income of the Company allocated to each Interest Holder (taking into account allocations made pursuant to Section 4.8 below in accordance with Code Section 704(c)) by (ii) the highest marginal combined federal and state income tax rate applicable to an individual resident in the State of California (taking into account both (x) the deductibility of state income taxes in computing federal income taxes, and (y) the character of such income). After the Tax Distribution Amounts are calculated for each Interest Holder, the Company shall determine what the largest Tax Distribution Amount is for all of the Interest Holders for such taxable year (“Maximum Tax Distribution”) and shall make a distribution from Cash Available for Distribution to each of the Interest Holders in an amount equal to the Maximum Tax Distribution. Unless otherwise determined by the Board, the Maximum Tax Distribution shall be payable to the Interest Holders in quarterly installments coinciding with the Interest Holders’ estimated federal and state tax payment obligations. All amounts payable under this Section 4.2 shall be determined by the Company’s accountants, using their best

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estimates. All amounts payable under this Section 4.2 shall be treated as advances on Distributions to which such Interest Holder is otherwise entitled hereunder and shall be taken into account upon subsequent Distributions under this Agreement.

4.3 Withholding. All amounts withheld or required to be withheld pursuant to the Code or any provision of any federal, state, local or foreign tax law with respect to any payment, Distribution or allocation to the Company or the Interest Holders and treated by the Code (whether or not withheld pursuant to the Code) or any such tax law as amounts payable by or in respect of any Interest Holder shall be treated as amounts distributed to the Interest Holder with respect to whom such amount was withheld pursuant to this Article 4 for all purposes under this Agreement. The Company is authorized to withhold from Distributions, or with respect to allocations, to the Interest Holders and to pay over to any federal, state, local or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local or foreign law, and shall allocate such amounts to the Interest Holders with respect to which such amount was withheld.

4.4 Return of Distributions. Except for Distributions made in violation of the Act or this Agreement, no Interest Holder shall be obligated to return to the Company any Distribution or pay the amount of any Distribution for the account of the Company or to any creditor of the Company. The amount of any Distribution returned to the Company by an Interest Holder or paid by an Interest Holder for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to such Interest Holder.

4.5 Allocation of Profits and Losses. Subject to any special allocations made pursuant to Section 4.6, Profits and Losses for a fiscal year shall be allocated to the Interest Holders in proportion to their respective Percentage Interests.

4.6 Special Allocations. Notwithstanding Section 4.5, the following special allocations shall be made for each fiscal year in the following order of priority:

(a) Minimum Gain Chargeback. In the event there is a net decrease in Company Minimum Gain during any fiscal year, the “minimum gain chargeback” described in Regulations Section 1.704-2(f) and Regulations Section 1.704-2(g) shall apply.

(b) Member Minimum Gain Chargeback. In the event there is a net decrease in Member Minimum Gain during any fiscal year, the “partner minimum gain chargeback” described in Regulations Section 1.704-2(i)(4) shall apply.

(c) Qualified Income Offset. This Section 4.6(c) incorporates the “qualified income offset” set forth in Regulations Section 1.704-1(b)(2) (ii)(d) as if those provisions were fully set forth in this Section 4.6(c). For any given fiscal year, an allocation pursuant to this Section 4.6(c) shall be made only if and to the extent that an Interest Holder would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 4 for such fiscal year have been tentatively made as if this Section 4.6(c) were not in this Agreement.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year (or any other period in which it is necessary to make allocations

of Profits or Losses) shall be allocated among the Interest Holders in accordance with their respective Percentage Interests.

(e) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year (or any other period in which it is necessary to make allocations of Profits or Losses) shall be specially allocated to the Interest Holder who bears the economic risk of loss with respect to the Member

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Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(f) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company Property, pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Regulations Sections 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to an Interest Holder in complete liquidation of its Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Company Property) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Interest Holders in accordance with their respective Percentage Interests (in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies) or to the Interest Holder to whom such distribution was made (in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies).

4.7 Tax Allocations.

(a) Each item of the Company’s income, gain, loss, deduction and credit as determined for United States federal income tax purposes shall be allocated among the Interest Holders in the same manner as such items are allocated for book purposes in accordance with the provisions of this Article 4.

(b) The Interest Holders are aware of the United States federal income tax consequences of the allocations made by this Article 4 and hereby agree to be bound by the provisions of this Article 4 in reporting their shares of Profits and Losses for United States federal income tax purposes.

(c) For purposes of determining the Profits, Losses or any other items allocable to any period, such items shall be determined on a daily, monthly, or other basis, as determined by the Board of Directors using any permissible method under Code Section 706 and the Regulations thereunder.

(d) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Interest Holders’ interests in Profits are in proportion to their respective Percentage Interests.

4.8 Tax Allocations; Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any Company asset is adjusted pursuant to the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intention of this Agreement; provided, however, that the Company shall use the “traditional method” with respect to the Sims Assets and Adams Steel Assets in accordance with Regulations Section 1.704-3(b). Allocations pursuant to this Section 4.8 are solely for purposes of United States federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Interest Holder’s Capital Account or share of Profits, Losses, other items, or Distributions pursuant to any provisions of this Agreement (other than Tax Distribution Amounts).

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ARTICLE V

MANAGEMENT RIGHTS, POWERS AND DUTIES

5.1 Management. The business and affairs of the Company shall be managed by its “managers” in accordance with the provisions of this Agreement and the Act. Such managers are referred to herein as the “Board of Directors” or “Board.” Except as provided in, and subject to, Section 5.2(c) and (d) hereof, the Board of Directors shall, to the fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage, and control the business, affairs and properties of the Company. Consistent with the managers’ fiduciary obligations towards the Company and the Members, the managers shall act in the best interests of the Company with a view to promoting its growth and profitability (whether by acquisition or otherwise).

5.2 Board of Directors.

(a) General Matters.

(i) The members of the Board of Directors shall be appointed by the Members in accordance with Section 5.2(a)(iii), and each Director appointed by a Member (a “Designee”) shall hold office until his or her successor is appointed and qualified or until his or her prior death, resignation, or removal. Any Director may be removed by the Member that appointed such Director. A Director may resign at any time by giving written notice to the Company. Vacancies may be filled by the Member that appointed such vacating Director(s) pursuant to Section 5.2(a)(iii). Any Designees, other than initial Member Designees set forth in Section 5.2(a)(iii)(A), must be reasonably acceptable to all of the Members. No Director shall be entitled to compensation from the Company for serving as a Director.

(ii) Size of Board. The total number of directors that shall comprise the Board of Directors shall initially be eight. The Members agree to take any and all actions necessary to effectuate the provisions of this Section 5.2(a), including exercising their voting rights, calling or attending meetings of the Members, and causing any necessary amendments to this Agreement or the Certificate of Formation of the Company. All designation of Directors under this Section 5.2(a) shall be reflected in the records of the Company.

(iii) Appointment of Directors.

(A) For so long as the Percentage Interest of each Member is fifty percent (50%), each shall be entitled to appoint four Directors. As of the Effective Date, the initial Directors of Adams Steel shall be Wendy Adams, Terry Adams, George Adams and Michael Adams. The initial Directors of Sims shall be Robert Kelman, Myles Partridge, William Schmiedel and Jeremy Sutcliffe, provided that: (1) Don Betson shall serve as an alternate Director in the place of either Robert Kelman or Myles Partridge; (2) Brian Brandt shall serve as an alternate Director in the place of William Schmiedel; and (3) Ross Cunningham or Scott Miller shall serve as an alternate Director in the place of Jeremy Sutcliffe, in each case should such Director be unable to attend any meeting of the Board of Directors or otherwise be unavailable to execute written resolutions of the Board of Directors.

(B) If the Percentage Interest of Adams Steel or Sims is less than fifty percent (50%) (in such event, the “Minority Member”), then such Minority Member shall be entitled to appoint a member to the Board of Directors for each 12.5% Percentage Interest (or incremental portion thereof), and the other Member shall be entitled to

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appoint the remaining members of the Board of Directors; provided, however, that the Minority Member shall have no right to designate any members of the Board of Directors if its Percentage Interest is less than 12.5%. By way of illustrative example only, the following shall apply with respect to any Minority Member:

Percentage Interest More than 37.5% but equal to or less than 50% More than 25% but equal to or less than 37.5% More than 12.5% but equal to or less than 25% 12.5% Less than 12.5%	Director Designees
	4 3 2 1 0

(C) If at any time either Adams Steel or Sims is the sole Member, such Member shall be entitled to appoint all of the Directors.

(D) The Designee appointment rights of Adams Steel and Sims set forth herein, if any, may be transferred to a Third Party, at the discretion of the transferring Member, in connection with any Transfer of any Interest of such Member pursuant to Section 6.2 and/or 6.3 hereof.

(iv) Committees. The Board of Directors may create one or more committees, each comprised of at least two Directors, whose members shall include Designees of the Members in the same proportion as then constitute the Board of Directors. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors; provided, however, that no such committee shall have the power or authority to authorize or pay Distributions. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required and shall fix its own rules (consistent with this Agreement) governing the conduct of its activities.

(v) Subsidiary Boards. The size and composition of the board of directors of any subsidiary of the Company shall be the same as that of the Board.

(vi) Other Activities. The members of the Board of Directors shall not be required to manage the Company as their sole and exclusive full time work and may have other business and investment interests and activities in addition to those relating to the Company as are consistent with their duties under this Agreement.

(b) Meetings of and Voting by Directors.

(i) Regular Meetings. Regular meetings of the Board of Directors may be held within or outside of the State of Delaware without notice, at such time and place as shall from time to time be determined in advance by the Board.

(ii) Special Meetings. Special meetings of the Board may be held within or outside of the State of Delaware and may be called by any Director or the President (as defined below) on 24 hours written notice (delivered personally, by facsimile or email) to each Director.

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(iii) Quorum. All of the Directors then-in-office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. All sitting members of any committee of the Board shall constitute a quorum for the transaction of business at any meeting of such committee. If a quorum shall not be present at any meeting of the Board of Directors or a committee, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(iv) Conduct of Meetings.

(A) Directors may participate in any meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

(B) Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all Directors, and such consent(s) are filed with the minutes of proceedings of the Company.

(C) When any notice is required to be given to any Director, a waiver thereof in writing signed by such Director before, at or after the time stated therein shall be equivalent to the giving of such notice. The Director’s presence at the meeting shall also constitute a waiver of prior notice.

(c) Powers of the Board; Manner of Acting.

(i) General Powers. Except as otherwise provided herein, all actions of the Board of Directors shall require the approval of not less than a majority of the Directors present at any meeting of its Board (or all of the Directors if action is adopted by written consent). Actions of any committee of the Board of Directors shall require an affirmative vote of a majority of the committee members present at any meeting at which there is a quorum.

(ii) Matters Requiring Supermajority Approval. Notwithstanding anything to the contrary herein, the Company may not take any of the following actions (the “Supermajority Actions”) without the prior approval of at least [•] of the Directors then-in-office:

(A) the admission of any Interest Holder as a Member, other than (i) any Permitted Transferees (provided that the Permitted Transfer in question complies with Section 6.1 hereof), or (ii) an Interest Holder that acquires its Interests as a result of a Transfer undertaken in strict compliance with the provisions of Article VI;

(B) any amendment of this Agreement or the Certificate of Formation of the Company;

(C) the issuance of Interests (other than pursuant to this Agreement and the Contribution Agreement) or rights, warrants, options or convertible securities granting the holder thereof the right to purchase from the Company any Interests;

(D) (I) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any

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reorganization, merger or consolidation or transfer of at least fifty percent (50%) of the Company’s voting power, but excluding an acquisition resulting from a Transfer undertaken in strict compliance with the provisions of Article VI), or (II) the sale, lease or other conveyance (other than a pledge of assets or a grant of a security interest therein to a commercial lender in connection with a commercial lending or similar transaction) of a material portion of the assets of the Company by means of a transaction or series of related transactions

(E) the convening of a meeting of members of the Company to propose a voluntary winding up of the Company or to appoint an administrator, receiver or liquidator;

(F) a material expansion, reduction or restructuring of the Business;

(G) the application by the Company for, or the provision to the Company of, financial accommodation of any nature in excess of [•] , except to the extent previously approved by the Board of Directors;

(H) (I) the incurrence or other entry into any obligations for borrowed money (including, for such purpose but without limitation, any increase in the Line of Credit, any guarantee, indemnity or other form of security by the Company (other than retentions of title in the ordinary course of business)), (II) the issuance or sale of its debt securities or warrants or other rights to acquire any of its debt securities, (III) the loan, advance (other than advancement of expenses to its employees in the ordinary course of business) or contribution to the capital of, or invest in, any other Person, other than the Company or (IV) the entry into any hedging agreement or other financial agreement or arrangement designed to protect the Company against fluctuations in commodities prices or exchange rates;

(I) any declaration, recommendation or the payment of a Distribution (other than Distributions to pay taxes pursuant to Section 4.2 hereof);

(J) the entry into or termination of any transaction or agreement between (x) the Company on one hand, and (y) any officer, Director, Member or any of their respective Related Persons (as defined in the Contribution Agreement), on the other hand; provided, however, that Adams may cause the Company to terminate the Foreign Sales Agreement, Shared Services Agreement and Non Ferrous Agreement (each as defined herein) without the approval of 75% of the Directors then-in-office, strictly in accordance with the provisions of Section 6.1(c);

• (K) the appointment and/or removal of the President; and

• (L) the entry of any agreement to take any of the aforementioned actions.

(d) Matters Requiring Member Majority Approval. Notwithstanding anything to the contrary herein, certain matters set forth in this Agreement require a Member Majority Vote and those provisions shall not be affected or otherwise limited by the provisions of this Section 5.2.

5.3 Officers.

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(a) Election. The officers of the Company shall be elected by the Board and shall include a President and Chief Executive Officer (“President”), a Secretary and a Chief Financial Officer and Treasurer (“CFO”). The Board of Directors may also elect one or more Vice Presidents or other officers as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Any number of offices may be held by the same Person. Officers may, but need not, be Directors. Until such time as Sims holds less than [•] of the total Percentage Interest, Sims shall have the right to appoint one of its Designees as the Chairperson of the Board to preside at all meetings of the Members and of the Board of Directors and to nominate the CFO.

(b) Removal and Resignation. Any officer may be removed, with or without cause, by the Board in accordance with Section 5.2(c). Any officer may resign at any time by giving written notice to the Company.

(c) President.

(i) The President, subject to the reasonable direction and control of the Board of Directors and the terms of any employment agreement with the Company, shall be the principal executive officer of the Company. Subject to any limitations set forth in such employment agreement or subsequent action by the Board of Directors, the President shall have authority to execute and acknowledge, on behalf of the Company, all agreements, documents and instruments necessary or proper to be executed in the course of the Company’s regular business. In no instance may the President take or cause the Company to take any of the Supermajority Actions without the prior approval of at least [•] of the Directors then-in-office in accordance with Section 5.2(c)(ii).

(ii) The initial President of the Company shall be George Adams. Mr. Adams shall be employed pursuant to the terms of the employment agreement attached hereto as Exhibit A.

(d) Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (if there is one, and if there is more than one, the Vice Presidents in the order designated by the Board, or absent designation, in the order of their election) shall act in place of the President. The Vice President(s) shall also perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

(e) Secretary.

(i) The Secretary shall give (or cause to be given) notice of and shall attend all meetings of the Board of Directors and Members, shall record all of the proceedings of such meetings, and shall be the custodian of the records of the Company. The Secretary shall perform like duties for any committee of the Board of Directors when requested and shall perform such other duties as are prescribed by this Agreement and by the Board of Directors from time to time.

(ii) The initial Secretary of the Company shall be Mark Sweetman.

(f) Chief Financial Officer and Treasurer.

(i) The CFO shall have custody of the Company’s funds and securities, shall disburse the same upon the direction of the Board of Directors, shall keep full and accurate records of all financial transactions of the Company and shall deposit all moneys and other valuables in the name and to the credit of the Company in such depositories as may be designated

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by the Board of Directors. The CFO shall have such other duties and exercise such other authority as may be prescribed by the Board of Directors from time to time.

• (ii) The initial CFO of the Company shall be Mark Sweetman.

(g) No Employment Agreement. Nothing contained in this Section 5.3 shall create, affect or be construed as creating or affecting any contract of employment between the Company and any officer.

(h) Other Activities. Except as set forth in any employment agreements with the Company, the officers of the Company shall not be required to devote their exclusive full time work to the business of the Company and may have other business and investment interests and activities in addition to those relating to the Company as are consistent with their duties under this Agreement.

5.4 Certain Member Matters.

(a) Business Restrictions. Except as otherwise expressly provided in this Article 5 and Article 7, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of its Affiliates, to conduct any other business or activity whatsoever, and a Member shall not be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company’s business. The organization of the Company shall be without prejudice to the Members’ rights (or the rights of their respective Affiliates (other than the Company)) to maintain, expand or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom, subject in all cases to the provisions of Article 7.

• (b) [Intentionally omitted.]

• (c) Conduct of Meetings.

(i) Members may participate in any meeting of Members by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

(ii) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all Members, and such consent(s) are filed with the minutes of proceedings of the Company.

(iii) When any notice is required to be given to any Member, a waiver thereof in writing signed by such Member before, at or after the time stated therein shall be equivalent to the giving of such notice.

5.5 Liability and Indemnification.

(a) Limitation on Liability. No Member (or any officer or director thereof), nor any Director or officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by such Person within the scope of the authority conferred on such Person by this Agreement, except for fraud, intentional misconduct, an intentional breach of this Agreement, bad faith, a willful failure to deal fairly with the Company or its Members in connection with a matter in which such Person had a material conflict of interest, a violation of criminal law (unless such Person had reasonable cause to believe its conduct was lawful or no reasonable cause to

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believe its conduct was unlawful), or a transaction from which such Person derived an improper personal profit.

(b) Indemnification. Subject to the indemnification obligations of such Member under the Contribution Agreement: (i) each Member (and any officers and directors thereof) and each Director and officer of the Company shall be entitled to indemnification to the full extent now or hereafter provided by law and/or any insurance maintained by the Company and (ii) each Member (and any officers and directors thereof) and each Director and officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute one of the exceptions to the limitation on liability set forth in Section 5.5(a). Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company; and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 5.5(b) shall be paid from, and only to the extent of, Company Property, and no Member shall have any personal liability on account thereof.

5.6 Expense Reimbursement to the Members. The Members and their Affiliates shall be reimbursed by the Company for out-of-pocket expenses reasonably incurred or paid by them on behalf of the Company, upon submission to the Company of documentation substantiating such expenses under policies approved by the Board of Directors.

ARTICLE VI

RESTRICTIONS AND MEMBER WITHDRAWALS

6.1 Transfer Rights.

(a) Direct Transfers. Except for Permitted Transfers or Transfers undertaken in strict compliance with the provisions of this Article VI, no Member may Transfer, solicit any offers to Transfer or permit any Transfer of, all or any portion of, or any interest or rights in, any of such Member’s Membership Rights or Interests without the unanimous consent of the Members. In addition, no Member may effect such a Transfer (even a Permitted Transfer): (i) without registration under applicable federal and state securities laws, unless such Member delivers an opinion of counsel satisfactory to the other Members that registration under such laws is not required; (ii) if the Transfer would result in the termination of the Company under Section 708 of the Code; and (iii) without the proposed transferee agreeing in writing delivered to the other Members to be bound by this Agreement.

(b) Indirect Transfers of Adams Steel. For so long as Adams Steel is a Member:

(i) Except for Transfers to a Permitted Transferee or Transfers undertaken in strict compliance with the provisions of this Article VI, Adams Steel may not (and will cause its Affiliates to not) directly or indirectly Transfer, solicit any offers to Transfer or permit any Transfer of, all or any portion of, or any interest or rights in, any of the ownership interests in Adams Steel or any Person that Controls Adams Steel (an “Indirect Adams Interest”).

(ii) If, at any time on or after [•] , Adams Steel desires to accept a bona fide Third-Party offer for any Indirect Adams Interest, then Adams Steel shall promptly notify Sims of the intended disposition (“Adams Disposition Notice”) and the basic terms and conditions

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thereof, including the identity of the proposed purchaser and the bona fide cash price or, in reasonable detail, other consideration for which Adams Steel proposes to Transfer such Indirect Adams Interest. Sims shall have the right to purchase (either itself or through one of its Affiliates) that amount of the Interests owned by Adams Steel represented by the Indirect Adams Interest proposed to be Transferred (but not less than such amount of Interests), upon pricing terms and conditions to be agreed in good faith between Sims and Adams Steel with reference to the terms and conditions specified in the Adams Disposition Notice, or if no such terms are agreed between the parties within 30 days of the delivery of such Adams Disposition Notice, for the price determined by an independent valuation firm reasonably agreed by the parties. Sims and Adams Steel shall share equally the costs of such valuation firm. Sims shall provide notice (the “Sims Response”) in writing to Adams Steel given within 30 days after receipt of the Adams Disposition Notice of its election to purchase such Interests, and if Sims fails to deliver the Sims Response to Adams Steel within the 30-day period, Sims shall be deemed to have rejected such offer. In the event that Sims timely delivers such Sims Response to Adams Steel electing to purchase such Interests, the closing of the sale of such Interests shall be in accordance with Section 6.3(b) hereof.

(c) Indirect Transfers of Sims. Sims (and its Affiliates) shall be free at any time to directly or indirectly Transfer, solicit any offers to Transfer or permit any Transfer of, all or any portion of, or any interest or rights in, any of the ownership interests in Sims or any Person that Controls Sims (an “Indirect Sims Interest”), whether to a Permitted Transferee or otherwise, subject only to the following:

(i) If (A) such Transfer involves the sale of an ownership interest in Sims directly (and not any other Transfer that may constitute a Change in Control of Sims, which shall be dealt with pursuant to paragraph (ii) below) (a “Sims West Interest”), (B) the transferee of such Sims West Interest is not a Permitted Transferee of Sims; (C) the only asset of Sims at the time of such Transfer is Sims’ ownership interest in the Company, and (D) such proposed Transfer of the Sims West Interest is not part of a larger transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or other transfer involving assets other than that of the Company or Sims), then if the applicable Affiliate(s) of Sims (the “Selling Affiliate(s)”) desire to accept a bona fide Third-Party offer for the Sims West Interest, Sims will cause the Selling Affiliates to promptly notify Adams Steel of the intended disposition (“Sims Disposition Notice”) and the basic terms and conditions thereof, including the identity of the proposed purchaser and the bona fide cash price or, in reasonable detail, other consideration for which the Selling Affiliate(s) proposes to Transfer such Sims West Interest. Adams Steel shall have the right to purchase (either itself or through one of its Affiliates) by notice (the “Adams Response”) in writing given within 30 days after receipt of the Sims Disposition Notice all of the Interests owned by Sims. The Adams Response must set forth that Adams Steel wishes to acquire all of the Interests owned by Sims and confirm that Adams Steel elects to purchase such Interests at the price and on the terms specified in the Sims Disposition Notice. If Adams Steel fails to deliver the Adams Response to Sims (on behalf of the Selling Affiliate(s)) within such 30day period, Adams Steel shall be deemed to have rejected such offer. In the event that Adams Steel timely delivers such Adams Response to Sims (on behalf of the Selling Affiliate(s)) electing to purchase such Interests, the closing of the sale of such Interests shall be in accordance with Section 6.3(b) hereof.

(ii) If a Transfer of an Indirect Sims Interest to a Third Party results in a Change in Control of Sims, then the following shall apply:

(A) if (1) the Change in Control of Sims or the Change in Control of Global Trade results in a change in the senior management personnel of Global Trade,

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and (2) as a result of such change in management, Global Trade’s performance (in terms of its marketing, selling and exporting ferrous scrap) under the Foreign Sales Agreement entered into on or about the Effective Date between the Company and Global Trade (the “Foreign Sales Agreement”) is inconsistent (in a manner adverse to the Company) with its performance under the Foreign Sales Agreement prior to such Change in Control of Sims or Change in Control of Global Trade, then Adams may cause the Company to terminate the Foreign Sales Agreement (by requiring the Company to issue a notice of termination to Global Trade specifying the termination date of the Foreign Sales Agreement), provided that such notice of termination must be issued and have an effective date of termination no earlier than [•] and no later than [•] following such change in management;

(B) if, after the Change in Control of Sims, the performance of Sims Group USA Holdings Corporation (formerly known as Sims Hugo Neu Corporation), a Delaware corporation (“SGHC”), (in terms of providing services to the Company) under the Shared Services Agreement entered into on or about the Effective Date between the Company and SGHC (the “Shared Services Agreement”) is inconsistent (in a manner adverse to the Company) with its performance under the Shared Services Agreement prior to such Change in Control of Sims, then Adams may cause the Company to terminate the Shared Services Agreement (by requiring the Company to issue a notice of termination to SGHC specifying the termination date of the Shared Services Agreement), provided that such notice of termination must be issued and have an effective date of termination no earlier than [•] and no later than [•] of such Change in Control of Sims;

(C) if, after the Change in Control of Sims, the performance of Sims Group Limited (or its Affiliate party to the Non Ferrous Agreement), (in terms of its marketing, selling and exporting non-ferrous scrap) under the Non Ferrous Brokerage Agreement to be entered into on or about the Effective Date between the Company and Sims Group Limited (or one of its affiliates) (the “Non Ferrous Agreement”) is inconsistent (in a manner adverse to the Company) with its performance under the Non Ferrous Agreement prior to such Change in Control of Sims, then Adams may cause the Company to terminate the Non Ferrous Agreement (by requiring the Company to issue a notice of termination to Sims Group Limited specifying the termination date of the Non Ferrous Agreement), provided that such notice of termination must be issued and have an effective date of termination no earlier than [•] and no later than [•] of such Change in Control of Sims; and

(D) if at any point between [•] of such Change in Control of Sims, Adams Steel delivers to Sims written notice of the existence of a Deadlock, Adams Steel thereafter promptly pursues a resolution to such Deadlock through strict adherence to the processes set forth in Section 10.5, and such Deadlock results in the sale by Adams Steel of all of its Interests pursuant to the provisions of Section 10.5(c) of this Agreement, then Adams Steel and the Adams Owners will (from the date of consummation of such sale pursuant to these provisions) be released from any non-competition obligations they then owe to the Company, whether pursuant to Article VII hereof or otherwise, including pursuant to any employment or consulting arrangement between the Company and any Adams Owner, and any such consulting or employment agreement will be automatically terminated, and the applicable Adams Owner released from its obligations thereunder.

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6.2 Adams’ Put Right.

(a) The Right. Adams Steel shall have the right (the “Put Right”) to Transfer to Sims up to all of its Interests pursuant to this Section 6.2 as follows:

(i) Up to [•] of the aggregate Interests (the “Estate Interests”) upon the death of any Adams Owner (an “Adams Event”); and

(ii) Up to all of its Interests at any time on or after [•] .

(b) Procedures for Exercise of Put Rights.

In the event that Adams Steel desires to exercise the Put Right, then it shall deliver to Sims a written notice (the “Put Right Notice”) no later than 90 days following the Adams Event or its election to Transfer pursuant to Section 6.2(a)(ii), as the case may be. Such Put Right Notice shall set forth (A) the proposed date of the Transfer determined in accordance with Section 6.3(b), and (B) the number of Interests proposed to be Transferred (the “Subject Adams Interests”). The purchase price (the “Put Purchase Price”) for such Interests shall be as follows:

[•]

[•] The closing of any such Transfer shall be in accordance with Section 6.3(b) hereof.

6.3 Members’ Right of First Refusal. Notwithstanding the provisions of Section 6.2 hereof and without limiting the rights of the Members set forth therein, the following provisions shall apply to any proposed Transfer of Interests (other than such Transfers to a Permitted Transferee):

(a) Right of First Refusal.

(i) If, at any time on or after [•] (the “Trigger Date”), any Member desires to accept a bona fide Third-Party offer for any of its Interests (the “Target Interests”), then such Member (the “Selling Member”) shall promptly notify the other Members of the intended disposition (“Third Party Disposition Notice”) and the basic terms and conditions thereof, including the identity of the proposed purchaser and the bona fide cash price or, in reasonable detail, other consideration for which the Selling Member proposes to transfer such Target Interests.

(ii) The other Members shall, for a period of 30-days from receipt of the Third Party Disposition Notice, have the right to purchase all (but not less than all) of such Target Interests, upon the terms and conditions specified in the Third Party Disposition Notice (the “Right of First Refusal”). To exercise its right of first refusal, a Member (an “Exercising Member”) must deliver to the Selling Member a written response (“RFR Response”) within 30 days after the date on which the Exercising Member received the Third Party Disposition Notice. Each RFR Response must set forth the amount of the Target Interests, if any, which the Exercising Member wishes to acquire and confirm that the Exercising Member elects to purchase such Target Interests at the price and on the terms specified in the Third Party Disposition Notice. Any Member who does not so notify the Selling Member within such 30-day period shall be deemed to have rejected such offer (each a “Rejecting Member”). Each Exercising Member shall be entitled to purchase the Target Interests pro rata in accordance with its respective Percentage Interests. In the event that any Member does not elect to purchase its portion of the Target Interests, the Exercising Members may purchase any or all of the Rejecting Members’ portion of

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the Target Interests (the “Residual Target Interests”) in such amounts as may be agreed by the Exercising Members or, if no agreement is reached, that number which is equal to the product obtained by multiplying the number of Residual Target Interests by a fraction, the numerator of which is the number of Interests owned by such Exercising Member and the denominator of which is the total number of outstanding Interests in the Company, excluding those owned by the Rejecting Members and the Selling Member. In the event that an RFR Response is timely delivered by any Member or Members as to all of the Target Interests, the closing of the sale of the Target Interests shall be in accordance with Section 6.3(b) hereof.

(iii) Subject to the Co-Sale Right (as defined herein), in the event an RFR Response (or RFR Responses) with respect to all of the Target Interests is not given to the Selling Member within 30 days following receipt of the Third Party Disposition Notice, the Selling Member shall have a period of 30 days after the expiration or exercise of the Co-Sale Right in accordance with Section 6.3(c) herein, as the case may be, in which to sell such Target Interests to the Third Party identified in the Third Party Disposition Notice at a price and with other terms no more favorable to the Third Party than as stated in the Third Party Disposition Notice.

(iv) In the event the Selling Member does not notify the other Members or consummate the sale or disposition of the Target Interests within the 30-day period described above, then the provisions of Section 6.3(a) shall continue to be applicable to any subsequent disposition (or proposed disposition) of the Target Interests by the Selling Member.

(b) Closing Upon Exercise of Rights.

(i) The closing of any Transfer of Target Interests pursuant to any of Sections 6.2 or 6.3(a) hereof shall take place at 9:00 a.m., local time, on the Closing Date (as defined herein), at the offices of the Company or at such other location as the parties to such Transfer may mutually determine. Subject to Section 6.3(b)(iii) hereof, at such closing, the party or parties purchasing the Target Interests shall pay to the Selling Member (which term shall include, solely for the purpose of this Section 6.3(b), Adams Steel to the extent that it is exercising the Put Right) the appropriate price in United States dollars by wire transfer, certified or cashier’s check in available funds or in any other currency acceptable to the Selling Member. At the closing and against payment of the price, the Selling Member shall deliver duly executed forms of transfer in respect of such Interests in favor of the party or parties purchasing such portion of the Target Interests, free and clear of all Liens. In the event that a Transfer shall take place in accordance with the provisions hereof, the parties shall do, or cause to be done, all such acts or things as may be required to give effect to the Transfer of the Target Interests and the registration thereof on the books of the Company in the name or names of the purchaser(s).

(ii) The date of the closing of any Transfer pursuant to Sections 6.2 or 6.3(a) hereof (the “Closing Date”) shall be mutually determined by the Selling Member and each purchaser; provided, however, that in each instance in which a Member is a purchaser of any Target Interests, the following shall apply:

(A) In the event that the Target Interests to be transferred are less than [•] of all Interests then-outstanding, the purchaser(s) shall have up to [•] from the date of the RFR Response or receipt of the Put Right Notice, as the case may be (each such notice, a “Purchaser Notice”) to settle such purchase(s);

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(B) In the event that the Target Interests to be transferred are at least [•] but less than [•] of all Interests then-outstanding, the purchaser(s) shall have up to [•] from the date of the Purchaser Notice to settle such purchase(s); and

(C) In the event that the Target Interests to be transferred are equal to or greater than [•] of all Interests then-outstanding, the purchaser(s) shall have up to [•] from the date of the Purchaser Notice to settle such purchase(s).

(iii) If the Selling Member is an Indemnifying Person (or the Permitted Transferee of an Indemnifying Person) with respect to any Indemnification Claim(s):

(A) for which a Final Determination has not been reached and such Indemnification Claim(s) was made in accordance with the terms of the Contribution Agreement or this Agreement prior to the Closing Date, then the following shall apply:

(I) If a Member is the purchaser of any Target Interests, then an amount equal to Indemnification Amount (or the entire purchase price for the Target Interests to be transferred, if such purchase price is less than such Indemnification Amount) shall be deposited into an escrow account with a third party escrow agent (pursuant to an escrow agreement consistent with the terms herewith and reasonably agreed by the Selling Member and Indemnified Person acting in good faith) by the Selling Member to be distributed to the Indemnified Person or Selling Member as applicable following the Final Determination of such Indemnification Claim(s), it being understood that if the purchase price for the Target Interests is less than the Indemnification Amount, then the provisions of Section 4.1(d) will apply to the balance; and

(II) If a Third Party is the purchaser of any Target Interests, then the provisions of Section 4.1(d) will apply; and

(B) for which a Final Determination has been reached but payment of the Indemnification Amount relating to such Indemnification Claim is unpaid as of the Closing Date, then the following shall apply:

(I) If a Member is the purchaser of any Target Interests, then such Member shall have the right of offset up to all of the unpaid Indemnification Amount against the purchase price to be paid for such Target Interests; and

(II) If a Third Party is the purchaser of any Target Interests, then the Selling Member shall, as a condition to the sale of such Transfer Interests, first satisfy in full its obligation to pay such unpaid Indemnification Amount.

(c) Right of Co-Sale. No Selling Member may Transfer any Target Interests to any Third Party pursuant to Section 6.3(a) unless as a condition of sale of the Target Interests, the Third Party also offers to purchase all of the outstanding Interests of the Company at the same price per Interest and on the same terms and conditions as the proposed sale of the Target Interests by the Selling Member to such Third Party. Such right of the other Members to sell their Interests to the Third Party pursuant to this provision is referred to herein as the “Co-Sale Right.” The Co-Sale Right shall be exercised as follows:

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(i) If the Selling Member desires to sell the Target Interests to a Third Party pursuant to Section 6.3 and the other Members fail to timely deliver a RFR Response, then within 30 days following the expiration of the time limit specified in Section 6.3(a), the Selling Member must provide a notice (“Co-Sale Notice”) to the other Members which includes (A) the name and address of the Third Party and (B) the price per Interest and terms, if any, upon which the Third Party proposes to purchase all of the outstanding Interests in the Company.

(ii) To exercise its Co-Sale Right, a Member must provide the Selling Member with a written response (“Co-Sale Response”) which must be received by the Selling Member within 30 days after the Members have received the Co-Sale Notice. The Co-Sale Response must state that such Member elects to sell to the Third Party, at the price and on the terms specified in the Co-Sale Notice, all of the Interests owned by such Member immediately before the sale (the “Co-Sale Interests”). The Members shall cooperate with and execute and deliver such other documents as may be reasonably requested by the Third Party or the Selling Member in connection with the transactions contemplated by the proposed sale to the Third Party, including documents containing representations and warranties as to title, power and authority and such other representations and warranties as are customary and appropriate in transactions of this type.

(iii) Immediately upon consummation of the sale of any Co-Sale Interests, the Selling Member shall give notice thereof to the Members who exercised their Co-Sale Right, shall remit to each such Member the net sales proceeds of the Interests of such Members sold pursuant thereto (after deduction of a pro rata amount among all selling Members of amounts placed in escrow (if any), reasonable fees and expenses incurred in connection with the transaction and other appropriate deductions, as applicable), and shall furnish such other evidence of the completion of such sale as may be reasonably requested by such Members.

(iv) To the extent that the other Members fail to exercise their Co-Sale Rights within the time limit specified in paragraph (ii) above, the Selling Member may Transfer all of the Target Interests as set forth in the Third Party Disposition Notice pursuant to Section 6.2(a)(iii).

6.4 Prohibited Transfers. Each Interest Holder hereby acknowledges the reasonableness of the prohibition contained in Section 6.1 in view of the purposes of the Company and the relationship of the Interest Holders. The Transfer of any Membership Rights or Interest (or ownership interest in any Member) in violation of the prohibitions contained in this Article 6 shall (in so far as possible) be deemed invalid, null and void, and of no force or effect. Any Person to whom Membership Rights or an Interest (or ownership interest in any Member) are attempted to be transferred in violation of Section 6.1 shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company or, to the maximum extent permitted by law, receive Distributions from the Company or have any other rights in or with respect to the Membership Rights.

6.5 Withdrawals. Except as a result of a Permitted Transfer, no Member shall have the power or the right to withdraw by voluntary act from the Company and any Member who shall withdraw by voluntary act shall be in intentional breach of this Agreement.

6.6 Documents; Effectiveness.

(a) Documents. No acquisition of an Interest by a Person by Transfer, including Permitted Transfers, shall be effective, and no such Person shall become a Member, until the transferor and such Person execute all necessary certificates or other documents and perform all acts required by law or

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regulation, to the extent necessary to give effect to the Transfer and to preserve the status of the Company as a limited liability company after the completion of the Transfer. Each transferee of an Interest, whether or not such transferee becomes a Member, and each Person acquiring an Interest from the Company, shall be bound by all the terms and conditions of this Agreement.

(b) Admission as Member; Membership Rights of Non-Members. Except as otherwise provided herein, a Person may be admitted as a Member with the approval of the Board of Directors. A Person who acquires an Interest in any manner and does not become a Member shall only be entitled to receive the Distributions and to share the Profits and Losses of the Company to which the transferor of such Interest would have been entitled with respect to such Interest, and shall not be entitled to participate in the management of the business of the Company or to exercise any other Membership Rights of a Member.

(c) Date of Admission. Any admission of a Person as a Member shall be deemed to have occurred, unless otherwise consented to by the Company, in its sole discretion, as of the opening of business on the first day of the calendar month following the month in which all conditions have been met and all actions have been taken to have such Member admitted to the Company.

6.7 Conversion Intention. Sims and Adams Steel hereto agree that upon [•] , the Members shall meet and discuss a possible sale or exchange of the Membership Interests then owned by Adams Steel in the Company. Sims and Adams Steel recognize that the mechanism, timing and format of such a sale or exchange is difficult to formalize [•] before its enactment. It is anticipated that the parties shall explore a sale of the Membership Interest in the Company owned by Adams Steel to either Sims or the Company for cash and/or stock of Sims Group Limited.

ARTICLE VII

NON-COMPETE

7.1 General Prohibition. No Interest Holder shall, and no Interest Holder shall cause or permit any Affiliate of such Interest Holder (other than the Company) to, directly or indirectly, for so long as such Interest Holder holds any Interests and for [•] thereafter (the “Restricted Period”), engage in any Competitive Activity in the Territory or invest in, own, manage, operate, control, finance, advise, render services to or participate in the ownership, management, operation or control of or guarantee the obligations of any Person (other than the Company) that is engaged in, or planning to become engaged in, a Competitive Activity in the Territory. Further, each Interest Holder shall cause the Company not to engage in the Electronics Business in the Territory during the Restricted Period (other than pursuant to the Supply Agreement between Sims Group UK Limited (or one of its Affiliates) and the Company in a form to be agreed in good faith between Adams Steel and Sims prior to the closing of the transactions contemplated by the Contribution Agreement).

7.2 Exceptions. Notwithstanding the provisions of Section 7.1, nothing contained herein shall limit or restrict in any way the right or ability of:

(a) any Interest Holder (or any Affiliate of any Interest Holder) to acquire or own securities of a Person that is engaged in a Competitive Activity, provided that: (i) such securities are held for investment purposes and represent less than one percent (1%) of the total equity interests of such Person; (ii) such Interest Holder does not otherwise participate in the activities of such Person; and (iii) such securities are listed on a national securities exchange or are regularly quoted in the over-the-counter market by one or more members of the National Association of Securities Dealers or have been registered under Section 12(g) of the Securities Exchange Act of 1934;

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(b) Sims or any of its Affiliates to engage in any activity, including a Competitive Activity, within the Sims Open Territory;

(c) Sims or any of its Affiliates to conduct the Electronics Business within the Territory;

(d) Sims or any of its Affiliates to conduct the Existing Sims Trading Business; or

(e) Sims, or any of its Affiliates, to acquire a legal entity, group of companies or business (the “Acquired Business”) which is engaged in any Competitive Activity in the Territory (that part of the Acquired Business engaged in such Competitive Activity in the Territory, being the “Overlapping Business”), provided, that, (i) Sims will, promptly after such acquisition has been publicly disclosed by Sims (or its Affiliates), notify Adams Steel and the Company of the acquisition of the Acquired Business, including a reasonable description of the Overlapping Business (such notice, the “Acquired Business Acquisition Notice”); and (ii) upon receipt of such Acquired Business Acquisition Notice, the Company shall have the right to purchase the Overlapping Business from Sims (or its Affiliates) on the following conditions: (A) the acquisition of the Acquired Business by Sims is consummated; (B) the Company’s acquisition of the Overlapping Business is subject to applicable law and any order or action of any Governmental Body (as defined in the Contribution Agreement); (C) the Designees of Sims on the Board will not be entitled to vote with respect to the acquisition by the Company of the Overlapping Business; and (D) all other terms in the purchase agreement will be agreed between the parties in good faith, including the price for the Overlapping Business, provided, that, such price will be based on [•] . Adams Steel shall cause the Company to provide notice (the “Company Response”) in writing to Sims, given within 30 days after receipt of the Acquired Business Acquisition Notice, of its election to purchase such Overlapping Business, and if the Company fails to deliver the Company Response to Sims within the 30-day period, the Company shall be deemed to have rejected such offer and, in such, case Sims (or its Affiliates) may continue to own the Overlapping Business without breaching the terms of Section 7.1 hereof. In the event that the Company timely delivers such Company Response to Sims electing to purchase the Overlapping Business, the closing of the sale of such Overlapping Business shall occur on a date agreed in good faith between the parties, provided, however, that such closing must occur within 180 days after the Company’s receipt of the Acquired Business Acquisition Notice (unless the Company was unable to obtain financing on reasonable terms to allow for such closing, in which case the parties would negotiate in good faith a mutually acceptable delayed closing date), it being understood that Sims (or its Affiliates) would not be in breach of Section 7.1 hereof during such period.

7.3 Non-solicitation of Employees. During the Restricted Period, no Interest Holder shall, and no Interest Holder shall cause or permit any Affiliate of such Interest Holder to, directly or indirectly solicit for employment or hire (whether as an employee, consultant or independent contractor) any current or former employee of the Company or any other Interest Holder or their respective Affiliates, unless: (i) such employee has been separated from employment with such Person for at least 90 days prior to the commencement of any employment discussions and such employee approaches the Interest Holder for employment or retention without prior solicitation, direct or indirect, on the part of the Interest Holder; or (ii) such employee is hired as a result of the use of a general solicitation (such as an advertisement) not specifically directed to employees of the Company, the other Interest Holders or their respective Affiliates, consistent with the past practice of the hiring Interest Holder.

7.4 Non-solicitation of Customers and Suppliers. During the Restricted Period, no Interest Holder shall, and no Interest Holder shall cause or permit any Affiliate of such Interest Holder to directly or indirectly, (a) solicit the business of any Person in the Territory who is a customer or supplier of the Business, or (b) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, consultant or other business relation of the Company to cease doing business with the

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Company, to deal with any competitor of the Company, or in any way interfere with its relationship with the Company.

7.5 Non-Disparagement. During the Restricted Period, no Interest Holder shall and no Interest Holder shall cause or permit any of its Affiliates to disparage the Company or any of Company’s Members, managers, officers, employees or agents.

7.6 Interpretation. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Article 7 is invalid or unenforceable, then the parties agree that the court or tribunal shall have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Article 7 shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The parties agree that this Article 7 is reasonable and necessary to protect and preserve the Company’s legitimate business interests and the value of the parties’ Capital Contributions and to prevent any unfair advantage being conferred on Sims or Adams Steel.

ARTICLE VIII

DISSOLUTION AND TERMINATION

8.1 Events Causing Dissolution. Subject to Section 5.2(c) hereof, the Company shall only be dissolved upon the occurrence of any one of the following events:

(a) the unanimous written agreement of all of the Members to dissolve the Company; or

(b) the entry of a judicial decree of dissolution under Section 18-802 of the Act.

8.2 Winding Up; Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company in accordance with Section 18-803 of the Act. Upon such dissolution of the Company, an accounting shall be made of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Members shall proceed to sell or liquidate the Company’s assets within a reasonable time. The proceeds from the liquidation of the Company’s assets shall be distributed as follows:

(a) First, to creditors, including Members who are creditors (if any) until all of the Company’s debts and liabilities are paid and discharged (or provision is made for payment thereof); and

(b) The balance, if any, to the Interest Holders in accordance with their respective Percentage Interests. Subject to the provisions in Section 6.3(b)(iii)(A) requiring a Selling Member that is an Indemnifying Person (or the Permitted Transferee of an Indemnifying Person) to comply with the provisions in Section 4.1(d), no Interest Holder shall be obligated to restore any negative balance in its Capital Account upon the dissolution of the Company, the Transfer of all or any portion of its Interest, or otherwise, and no creditor of the Company will have any right to enforce any obligation to restore any deficit Capital Account of any Interest Holder .

8.3 Deemed Contribution and Distribution. In the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2) (ii)(g) but no dissolution has occurred, Company Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all Company Property and liabilities to a new partnership in exchange for an

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interest in such new partnership and immediately thereafter, the Company shall be deemed to liquidate by distributing interests in the new partnership to the Interest Holders.

8.4 Certificate of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged, or adequate provisions have been made for their payment and discharge, and all of the remaining property and assets of the Company have been distributed, a certificate of cancellation setting forth the information required by the Act shall be executed by one or more authorized persons and filed with the Delaware Secretary of State. Upon such filing, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND TAX ELECTIONS

9.1 Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts maintained in the Company’s name. The Board of Directors shall determine the institution or institutions at which the accounts shall be opened and maintained, the types of accounts, and the Persons who shall have authority with respect to the accounts and the funds therein.

9.2 Books and Records. The Board of Directors shall keep at the Company’s principal place of business complete and accurate books and records with respect to all business transactions of the Company as are required to be maintained by the Act as well as such other books, records and accounts that, in reasonable detail, accurately and fairly reflect the assets, liabilities and operations of the Company. Furthermore, the Company shall maintain a system of internal accounting controls that shall provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorization; and (b) transactions are recorded as necessary to (i) permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (ii) maintain accountability for assets.

9.3 Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable and fiscal year shall be July 1 through June 30.

9.4 Distribution of Financial Statements and Other Reports. The Company shall distribute to each Member the following:

(a) Monthly Information. As soon as practicable and in any event within fifteen (15) days following the last day of each calendar month, the Company’s: (i) balance sheet, (ii) income statement and (iii) a trial balance, in each case prepared in accordance with GAAP.

(b) Annual Information. Within ninety (90) days after the end of each taxable year of the Company, the Members shall cause to be sent to each Person who was a Member at any time during the accounting year then ended: (i) audited financial statements prepared by the Company’s independent accountants in accordance with GAAP; and (ii) a report summarizing the fees and other remuneration paid by the Company to any Member or any Affiliate in respect of the taxable year. In addition, within one-hundred eighty (180) days after the end of each taxable year of the Company, the Company shall cause to be sent to each Person who was an Interest Holder at any time during the taxable year then ended, that tax information concerning the Company which is necessary for preparing the Interest Holder’s income tax returns for that year.

9.5 Tax Matters Partner. Sims shall be the “Tax Matters Partner,” as that term is defined in Section 6231 of the Code, for the Company. The Tax Matters Partner shall have all powers and

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responsibilities provided in Code Section 6221, et seq. The Tax Matters Partner shall keep all Members informed of all notices from government taxing authorities which may come to the attention of the Tax Matters Partner. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing those duties. The Tax Matters Partner may not compromise any dispute with the Internal Revenue Service without a Member Majority Vote.

9.6 Tax Elections. Except as otherwise provided in this Agreement, all elections permitted to be made by the Company under federal or state income, franchise or other tax laws, including the elections referred to in Sections 734, 743 and 754 of the Code, shall be determined by a Member Majority Vote, and each of the Members, upon request, shall supply to the Company such information as may be necessary to give proper effect to any such election.

9.7 Title to Company Property. All real and personal property acquired by the Company shall be acquired and held by the Company in its name.

9.8 Right of Inspection and Examination. At all reasonable times, each Member, through its representatives, shall have the right to inspect and copy the records of the Company, as well as the right to inspect the assets and facilities of the Company. These rights may be exercised through any agent or employee of the Company which may include a certified public accountant. The inspecting Member shall bear all expenses incurred in the inspection or examination.

ARTICLE X

RIGHTS AND OBLIGATIONS OF INTEREST HOLDERS

10.1 Limitation of Liability. No Member shall be liable for the debts, obligations and liabilities of the Company except as expressly provided by the Act.

10.2 Right to Bring Action. One or more Members may bring a legal action in the name of the Company upon a Member Majority Vote, provided, however, that for purposes of this provision, the vote of any Member who has an interest in the outcome of the action that is adverse to the interest of the Company shall be excluded and Member Majority Vote shall mean the affirmative vote, approval or consent, as the case may be, of one or more Members holding greater than fifty percent (50%) of the remaining Interests.

10.3 Confidentiality. Except as contemplated by this Agreement, each Interest Holder shall keep confidential and not disclose to other Persons which are not Interest Holders, and shall use reasonable efforts to prevent such Interest Holder and such Interest Holder’s Affiliates, and their respective employees, agents, representatives and advisers, from disclosing to Persons which are not Interest Holders, any information or materials that (a) pertain to this Agreement or the Business of the Company, or (b) pertain to confidential or proprietary information of the Company; provided however, that an Interest Holder may disclose to its Affiliates, and to the Interest Holder’s and its Affiliates’ employees, agents, representatives and advisers, any information made available to such Interest Holder to the extent reasonably necessary in connection with the Interest Holder’s interest in the Company, the conduct of the Company’s Business, the performance of services for or on behalf of the Company, or to secure legal, tax, accounting or other professional advice; and provided further that an Interest Holder may disclose such information and materials as may be required to be disclosed by law or by the rules of any securities exchange on which the Interest Holder’s securities are then traded. Notwithstanding the foregoing, information of the Company shall not be deemed confidential to the extent it is (a) known to the receiving party prior to disclosure by the disclosing party, (b) disclosed to the receiving party by a third party without any obligations of confidentiality to the disclosing party, (c) publicly available or becomes publicly available other than as a result of a breach by the receiving party of its obligation of

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confidentiality set forth herein, or (d) required to be disclosed in any legal proceeding. The obligations of confidentiality contained herein shall survive the termination of this Agreement.

10.4 Indemnification.

’ (a) Sims Indemnity. Sims shall indemnify and hold the Company Indemnitees, other than Sims, harmless from and against, and shall promptly defend the Company Indemnitees from and reimburse the Company Indemnitees for, any and all Adverse Consequences which the Company Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i) Any failure by Sims to carry out, perform, satisfy or discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement; or

(ii) Any suit, action or other proceeding brought by any Person arising out of, or in any way related to, any of the matters referenced in

Sections 10.4(a)(i).

’ (b) Adams Steel s Indemnity. Adams Steel shall indemnify and hold the Company Indemnitees, other than Adams Steel, harmless from and against, and shall promptly defend the Company Indemnitees from and reimburse the Company Indemnitees for, any and all Adverse Consequences which the Company Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i) Any failure by Adams Steel to carry out, perform satisfy or discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement; or

(ii) Any suit, action or other proceeding brought by any Person arising out of, or in any way related to, any of the matters referenced in

Section 10.4(b)(i).

(c) Procedure for Indemnification. A claim for indemnification under this Agreement for any matter not involving a third-party claim may be asserted by written notice by the Indemnified Person to the Indemnifying Person (the “Claim Notice”). Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Person shall either (a) agree that the Indemnified Person is entitled to receive some or all of the amount claimed or (b) dispute that the Indemnified Person is entitled to receive any of the claimed amount, in which case the dispute will be governed by, and subject to the terms of, Section 10.5 hereof. If the Indemnifying Person has not delivered notice of its objection to or agreement with the Claim Notice within thirty (30) days of its delivery, the Indemnifying Person shall be deemed to have agreed that the Indemnified Person is entitled to receive all of the amount claimed. Following the final determination or resolution of any such indemnification obligation pursuant to this Article 10 (including, to the extent applicable, Section 10.5), and subject to Section 4.1(d), the Indemnifying Person will promptly pay such indemnification obligation to the Indemnified Person. All payments will be made together with interest at LIBOR plus 3% per annum, compounded daily beginning on the date of the final determination or resolution of such indemnification obligation and ending on the date of payment.

(d) Contribution Agreement Claims. If a claim for indemnification based upon the same set of facts and circumstances may be brought by a Person under this Agreement or the Contribution Agreement, Adams Steel and Sims agree that such claim shall be asserted only under the Contribution Agreement.

10.5 Dispute Resolution. The parties desire to resolve any and all disputes arising out of or relating to this Agreement or their relationship without litigation. Accordingly, the parties agree to use

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the following procedures as the sole remedy for any dispute, controversy or claim arising out of or relating to this Agreement, including any Deadlock or alleged breach of this Agreement (a “Dispute”):

(a) Negotiation. At the written request of any of Adams Steel or Sims, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Dispute. The parties intend that these negotiations be conducted by nonlawyer, business representatives. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties.

(b) Arbitration. If a Deadlock occurs on or after [•] , or at any time following a Change in Control of Sims, and such Dispute is not resolved within 90 days of the written request for negotiation described in Section 10.5(a), then within seven (7) days thereafter, either Sims or Adams Steel may, by written notice (a “Notice of Arbitration”), to the other parties, elect to refer the Deadlock to non-binding arbitration to be administered by the JAMS Endispute (“JAMS”). The place of arbitration shall be Los Angeles, California, unless otherwise agreed to by the parties.

(i) Unless the parties to the Dispute agree that the arbitration be conducted by a single independent arbitrator, the arbitration shall be carried out by an arbitration panel consisting of three (3) independent arbitrators. If there are only two parties to a Dispute (or if the parties can be conveniently grouped together into two groups based upon a common interest and common position in the Dispute), then each party or group shall appoint one arbitrator within fifteen (15) days of receipt of Notice of Arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the later of the two arbitrators is appointed by the parties. If either party or group of parties fails to appoint its arbitrator within 15 days of receipt of Notice of Arbitration, or if the first two (2) arbitrators fail to agree on the third, the arbitrator in question shall be appointed by JAMS.

(ii) The arbitrators shall have no authority to render an award in excess of any applicable limitations on liability included in this Agreement. Nothing in this dispute resolution provision shall prevent a party from seeking immediate interim relief from an appropriate court in appropriate circumstances. While the award of the arbitrators shall not be binding on the parties, the parties agree to reasonably consider the recommendation of the arbitrators in good faith in attempting to resolve the Dispute.

(iii) If the parties to this Agreement or any of their Affiliates who are bound to this or another similar arbitration agreement initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the parties hereby agree that all such proceedings may be consolidated into a single arbitral proceeding by order of the arbitrator(s) if the consolidated proceeding can be conducted in a manner consistent with the terms of this Agreement. The parties do not intend or agree by this provision to authorize a class action or a mass action.

(c) Sale of the Company. If a Dispute which results in a Deadlock occurs on or after [•] , or at any time following a Change in Control of Sims, and such Dispute is not resolved within thirty (30) days after a final decision has been rendered by the independent arbitrator(s) under Section 10.5(b), then within thirty (30) days thereafter, the Company shall retain a mutually-agreed to investment bank (“Bank”) to solicit offers from Third Parties for purchase of the Company (“Company Offers”). Such offer period shall remain open for [•] after the retention of the Bank (“Offer Solicitation Period”). In the event that no such Company Offer is received for purchase of the Company or that the Members do not agree to accept

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one such Company Offer, then either of Adams Steel or Sims upon written notice to the other may require that the Company be auctioned to the highest bidder or either of Adams Steel and Sims, with a floor consisting of terms and conditions no less favorable to the Members than the terms and conditions provided by the best of such Company Offers, if any Company Offers have been received or the Purchase Price Formula if no such Company Offers have been received.

(d) Each Member shall bear its own costs in the resolution of Disputes, but shall share pro rata in accordance with its Percentage Interest in the cost of the Bank and the arbitrators.

(e) Specific Performance. Notwithstanding Section 10.5(a), each party shall be entitled to apply to a court of competent jurisdiction for injunctive relief to remedy any Dispute. Each party agrees that, in such case, it may be impossible to measure in money the damages which shall accrue to the Company and/or other Interest Holders by reason of such Dispute. Therefore, if the Company or any Interest Holder institutes any action or proceeding relating to such a Dispute, the Person against whom such action or proceeding is brought hereby waives the claim or defense that the Company or such Interest Holder has an adequate remedy at law, and such Person shall not assert in any action or proceeding the claim or defense that such remedy at law exists.

(f) Breach of this Agreement. Notwithstanding anything to the contrary in this Section 10.5, each party hereby acknowledges and agrees that in the event of a Dispute that is a breach of this Agreement, neither party shall be deemed to have waived its rights to seek any remedy available at law or in equity for such breach, and such remedy may be sought at any time.

ARTICLE XI

GENERAL PROVISIONS

11.1 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and shall be deemed given to a party when: (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested; in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number, e-mail address or individual as a party may designate by notice to the other parties):

If to Adams Steel: Adams Steel 3200 E. Frontera Anaheim, California 92806 Attn. George Adams Fax. No.: (714) 630-6811 E-Mail: [•] If to Sims: Simsmetal West LLC Address: 110 Fifth Avenue New York, NY 10011 Attn. Myles Partridge Fax No.: (212) 604-0722 E-Mail: [•]

With a copy to:

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Simsmetal West LLC Address: 110 Fifth Avenue New York, NY 10011 Attn. Brian Brandt and Scott Miller Fax No.: (212) 604-0722 E-Mail: [•]

If to the Company: SA Recycling LLC c/o both Adams Steel and Sims in accordance with this Section

11.2 Waiver of Partition. Each Member hereby agrees that neither such Member nor any successor in interest shall have the right during the term of this Agreement to have any real estate or any other Company Property partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property partitioned, and the Members, for themselves, and on behalf of their respective successors, assigns, heirs and legal representatives, as applicable, hereby waive any such right.

11.3 Choice of Law. This Agreement and any Disputes shall be construed and resolved in accordance with the internal laws of the State of Delaware, without application of its conflicts of law principles.

11.4 Severability. If any provision of this Agreement shall be unenforceable under the laws of Delaware, or any other applicable law, at the present time or in the future, such unenforceability shall not affect the enforceability of the remaining provisions of this Agreement. This Agreement shall be deemed to be modified and amended so as to be in compliance with applicable law and this Agreement shall then be construed so as to best serve the intention of the parties at the time of the execution of this Agreement.

11.5 Captions. The captions in this Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provisions of this Agreement.

11.6 Counterparts. This Agreement may be executed in counterparts, including counterparts transmitted by facsimile or electronic transmission. Each such counterpart shall be considered an original, and all of such counterparts shall constitute a single agreement binding the parties as if they had signed a single document.

11.7 Binding Effect. Except as provided to the contrary herein, the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Members and their respective successors and assigns, as applicable.

11.8 Entire Agreement. This Agreement constitutes the entire agreement between or among the Members regarding its subject matter as of the date hereof, and supersedes all prior agreements, statements, understandings and representations of the Members with respect thereto.

11.9 Rights of Creditors. The provisions of this Agreement are not intended to be for the benefit of any Person (other than a Member) to whom any debts, liabilities or obligations are owed by, or who otherwise has a claim against, the Company or a Member, and no such Person shall have any rights under such provisions or shall by reason of such provisions make any claim in respect of any of such debts, liabilities or obligations against the Company or a Member.

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11.10 Amendments. Subject to Section 5.2(b), this Agreement may be amended through a writing signed by the Members holding a majority of the Interests.

11.11 Compliance with Law. Notwithstanding anything contained in this Agreement, no Transfer of an Interest may be made except if made in full compliance with all laws, including the Act, any applicable federal and state securities laws.

11.12 Legal Counsel. Each of the Members has been advised of its right to seek legal counsel of its own choosing in connection with the negotiation and execution of this Agreement.

(This space intentionally left blank)

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[•] CONFIDENTIAL TREATMENT REQUESTED

IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the date first written above.

ADAMS STEEL, LLC SIMSMETAL WEST LLC By: /s/ George Adams By: /s/ Myles Partridge Name: George Adams Name: Myles Partridge Title: President Title: Chief Financial Officer Acknowledged and Agreed: SA RECYCLING LLC By: /s/ Mark Sweetman Name: Mark Sweetman Title: Chief Financial Officer

Signature Page to Operating Agreement

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SCHEDULE 1

Definitions

“Act” means the Delaware Limited Liability Company Act, codified at Title 6 of the Delaware Code, §§ Section 18-101 et seq.

“Adams Disposition Notice” has the meaning set forth in Section 6.1(b)(ii).

“Adams Event” has the meaning set forth in Section 6.2(a)(i).

“Adams Owners” means each of Wendy Adams, Terry Adams, George Adams and Michael Adams.

“Adams Response” has the meaning set forth in Section 6.1(c).

“Adams Steel” has the meaning set forth in the introductory paragraph to this Agreement and shall be deemed to include any Permitted Transferee.

“Adams Steel Assets” has the meaning set forth in the Contribution Agreement.

“Adjusted Capital Account” means, with respect to any Interest Holder, the balance, if any, in such Interest Holder’s Capital Account as of the end of the relevant fiscal period after giving effect to the following adjustments: (a) credit to such Capital Account of any amounts which such Interest Holder is obligated to restore under this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (b) debit to such Capital Account of the amounts described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adverse Consequences” has the meaning set forth in the Contribution Agreement.

“Affiliate” means, with respect to a Person, any other Person who Controls, is Controlled by or is under common Control with such Person; provided, however, that with respect to Adams Steel, each of the Adams Owners is expressly deemed an Affiliate.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement, as such may be amended from time to time in accordance with the provisions hereof.

“Business” has the meaning set forth in Section 2.4.

“Capital Account” means the capital account of an Interest Holder, as described and maintained in accordance with Section 3.4.

“Capital Contribution” means, with respect to any Interest Holder, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company by such Interest Holder. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Person related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Contribution of any Interest Holder until the Company makes a taxable disposition of the note or

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until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).

“Cash Available for Distribution” means, as to any fiscal year of the Company, the total cash receipts of the Company from all sources, loan proceeds and any decrease in the amount of Reserves, minus (a) all noncapital expenditures, Debt payments, charges and expenses (other than depreciation and amortization) of the Company, (b) the increase in the amount of Reserves, and (c) any capital expenditures to the extent not funded from loan proceeds or Reserves. The amount of Cash Available for Distribution shall be determined by the Board of Directors.

“Cash of the Company” means all cash and cash equivalents, marketable securities and short-term investments of the Company, in each case determined in accordance with GAAP.

“Certificate of Formation” means the Certificate of Formation of the Company originally filed with the Secretary of State of the State of Delaware, as the same may be amended from time to time.

“CFO” has the meaning set forth in Section 5.3(a).

“Change in Control of Sims” means the acquisition directly or indirectly by any Person or group of affiliated Persons (other than a Permitted Transferee) of more than [•] of the combined voting power or equity of Sims’ outstanding securities.

“Change in Control of Global Trade” means the acquisition directly or indirectly by any Person or group of affiliated Persons (other than a Permitted Transferee) of more than [•] of the combined voting power or equity of Global Trade’s outstanding securities.

“Closing Date” has the meaning set forth in Section 6.3(b)(ii).

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provisions or codes thereto. Any reference to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of succeeding law.

“Company Indemnitees” means the Company and its Representatives, equity owners, controlling persons and affiliates.

“Company Minimum Gain” shall have the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d) for the phrase “partnership minimum gain.”

“Company” has the meaning set forth in the Recitals.

“Company Property” means all property of the Company.

“Competitive Activity” means any business activity that involves the procurement, purchase, processing, handling, trade, sale, or distribution of Materials, including the Electronics Business.

“Contribution Agreement” means that certain Contribution Agreement dated as of June 21, 2007, by and among Adams Steel, Sims and certain other Affiliates of Adams Steel.

“Control” (and any derivative thereof) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such

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Person, whether through the ownership of voting securities or by contract or otherwise and shall be construed in accordance with the rules promulgated under the Securities Act of 1933, as amended.

“Co-Sale Interests” has the meaning set forth in Section 6.3(c)(ii).

“Co-Sale Notice” has the meaning set forth in Section 6.3(c)(i).

“Co-Sale Response” has the meaning set forth in Section 6.3(c)(ii).

“Co-Sale Right” has the meaning set forth in Section 6.3(c).

“Credit Agreement” has the meaning set forth in the Contribution Agreement.

A “Deadlock” shall be deemed to occur if: (a) either (i) the Directors are deadlocked on a matter that requires the approval of the Directors, or (ii) the Members are deadlocked on a matter that requires the approval of the Members; and (b) by reason of either such deadlock the business of the Company can no longer be effectively conducted as a going concern.

“Debt” means all liabilities or obligations, whether primary or secondary or absolute or contingent: (a) for borrowed money; or (b) evidenced by notes, bonds, debentures, guaranties or similar obligations; or (c) secured by Liens.

“Depreciation” means, for each fiscal year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, as determined for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Company.

“Designee” has the meaning set forth in Section 5.2(a)(i).

“Director” means a member of the Board of Directors appointed in accordance with Section 5.2(a)(iii).

“Distribution” (and any derivative thereof) means a direct or indirect transfer by the Company of money or other property to or for the benefit of an Interest Holder in respect of its Interest.

“Effective Date” means the date of this Agreement.

“Electronics Business” means a recycling business involving material handling or separation processes for commercial and consumer endof-life electronic devices, including computers, servers, computer and server peripherals (including printers), telephones, answering machines, radios, stereo equipment, tape players/recorders, phonographs, video cassette players/recorders, compact disc players/recorders, calculators and small appliances that are not shreddable in an auto shredder in compliance with law, except major appliances.

“Estate Interests” has the meaning set forth in Section 6.2(a)(i).

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“Exercising Member” has the meaning set forth in Section 6.3(a)(i)(B).

“Existing Sims Trading Business” means the business of Sims and its Affiliates in the Territory solely with respect to the sale and brokerage of Materials that have been procured from outside the Territory, consistent with the past practices of Sims and its Affiliates as of the date of this Agreement.

“Foreign Sales Agreement” has the meaning set forth in Section 6.1(c)(ii)(A).

“GAAP” means generally accepted accounting principles for financial reporting in the United States.

“Global Trade” means Sims Group Global Trade Corporation (formerly known as Sims Hugo Neu Global Trade Corporation), a Delaware corporation and successor by merger to Sims Hugo Neu Global Trade LLC.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(1) The initial Gross Asset Value of any asset contributed by an Interest Holder to the Company shall be the gross fair market value of the asset;

(2) The Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account) as of the following times: (a) the acquisition of an additional Interest by any new or existing Interest Holder for more than a de minimis contribution; (b) the distribution by the Company to an Interest Holder of more than a de minimis amount of Company Property as consideration for an Interest; (c) the liquidation of the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); and (d) upon any other event on which it is necessary or appropriate in order to comply with the Regulations under Code Section 704(b);

(3) The Gross Asset Value of any Company asset distributed to any Interest Holder shall be adjusted to equal the gross fair market value of the asset (taking Code Section 7701(g) into account) on the date of distribution;

(4) The Gross Asset Value of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of these assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining the Capital Accounts pursuant to Regulations Section 1.704-l (b)(2)(iv)(m); and

(5) If the Gross Asset Value of an asset has been determined or adjusted pursuant to (2) or (3) above, such Gross Asset Value shall then be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Profits and Losses.

“Indebtedness” means, with respect to any Person, without duplication, the following: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; or (c) all obligations of others for borrowed money secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any encumbrance on property owned or acquired by such Person, whether or not the obligation secured thereby has been assumed.

“Indemnified Person” means a Person entitled to indemnity under Section 9.2, 9.3 or 9.4 of the Contribution Agreement or Section 10.4 of this Agreement.

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“Indemnifying Person” means a Person obligated to indemnity under Section 9.2, 9.3 or 9.4 of the Contribution Agreement or Section 10.4 of this Agreement.

“Indirect Adams Interest” has the meaning set forth in Section 6.1(b)(i).

“Indirect Sims Interest” has the meaning set forth in Section 6.1(c).

“Interest” means an ownership interest in the Company entitling the holder thereof to the rights set forth in this Agreement.

“Interest Holder” means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

“LIBOR” means the London InterBank Offered Rate as published daily in The Wall Street Journal.

“Lien” means with respect to any asset: (a) any mortgage, pledge, lien, charge, security interest, right of first refusal or other encumbrance of any kind; and (b) the interest of a vendor or lessor under any conditional sale agreement, financing lease or other title retention agreement relating to such asset.

“Materials” means ferrous and non-ferrous recyclable metals, other ferrous steel making raw materials, scrap substitutes, and other nonmetallic materials (including plastics, glass, rubber, paper and tires) generated by, or referenced in contracts with respect to, the business to be conducted by the Company.

“Member” means each Person who is a signatory to this Agreement (other than the Company) and any Person who is subsequently admitted as a Member of the Company.

“Member Majority Vote” means the affirmative vote, approval or consent, as the case may be, of one or more Members with a combined Percentage Interest greater than [•].

“Member Minimum Gain” shall have the meaning set forth in Regulations Section 1.704-2(i)(2) for “partner nonrecourse debt minimum gain.”

“Member Nonrecourse Debt” shall have the meaning set forth in Regulations Section 1.704-2(b)(4) for “partner nonrecourse debt.”

“Member Nonrecourse Deductions” shall have the same meaning as the term “partner nonrecourse deductions” in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; and (c) right to participate in the management of and vote on matters coming before the Company, as set forth in this Agreement.

“Minority Member” has the meaning set forth in the Section 5.2(a)(iii)(B).

“Non Ferrous Agreement” has the meaning set forth in Section 6.1(c)(ii)(C).

“Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1) and 1.704-2(c).

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“Percentage Interest” means an Interest Holder’s percentage interest in the Profits, income, gain, Losses, deductions and Distributions of the Company, with the initial Percentage Interest of the Members set forth in Section 3.1(a) hereof.

“Permitted Transfer” means a transfer of an Interest by a Member to a Permitted Transferee.

“Permitted Transferee” means (a) with respect to Adams Steel, any sibling of each Adams Owner, the spouse of each Adams Owner, the direct lineal descendant of each Adams Owners or his/her sibling, or a trust in which the foregoing persons are the primary beneficiaries, and (b) with respect to any Member, any Affiliate of such Member, provided that, in the case of Adams Steel, such Affiliate must at all times be directly or indirectly Controlled by one or more of the Adams Owners.

“Person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a joint venture or any other legal entity.

“President” has the meaning set forth in Section 5.3(a).

“Profits” or “Losses” means, for each fiscal year of the Company, an amount equal to the Company’s taxable income or loss for the year, determined in accordance with Section 703(a) of the Code and Regulations Section 1.703-1 (for this purpose, all items of income, gain, loss or deduction required to be stated separately under Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a) any income of the Company that is exempt from federal income tax under Section 705(a)(1)(B) of the Code and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable income or loss;

(b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be subtracted from such taxable income or loss;

(c) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (2) or subparagraph (3) of the definition of Gross Asset Value hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d) credits or debits to Capital Accounts due to a revaluation of Company assets in accordance with Regulations Section 1.704-1(b)(2) (iv)(f), or due to a distribution of noncash assets, shall be taken into account as gain or loss from the disposition of such assets for purposes of computing Profits and Losses;

(e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year, computed in accordance with the definition of “Depreciation”; and

(f) notwithstanding any other provision in this Section, any items which are specially allocated pursuant to Section 4.6 shall not be taken into account in computing Profits or Losses.

“Purchaser Notice” has the meaning set forth in Section 6.3(b)(ii)(A).

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“Purchase Price Formula” has the meaning set forth in Section 6.2(b).

“Put Purchase Price” has the meaning set forth in Section 6.2(b).

“Put Right” has the meaning set forth in the Section 6.2(a).

“Put Right Notice” has the meaning set forth in Section 6.2(b).

“Regulations” means the federal income tax regulations promulgated under the Code, including temporary regulations, as such regulations may be amended from time to time. All references herein to specific sections of the treasury regulations shall be deemed also to refer to any corresponding provisions of succeeding treasury regulations, and any references to temporary regulations shall be deemed also to refer to any corresponding provisions of final treasury regulations.

“Rejecting Member” has the meaning set forth in Section 6.3(a)(ii).

“Representative” means, with respect to a particular Person, any stockholder, member director, officer, employee, agent, consultant, advisor, legal counsel, accountant or other representative of that Person.

“Reserves” means the amounts set aside by the Company as agreed to by the Board of Directors, to provide working capital and to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.

“Residual Target Interests” has the meaning set forth in Section 6.3(a)(ii).

“Right of First Refusal” has the meaning set forth in Section 6.3(a)(ii).

“RFR Response” has the meaning set forth in Section 6.3(a)(ii).

“Selling Affiliate(s)” has the meaning set forth in Section 6.1(c)(i).

“Selling Member” has the meaning set forth in Section 6.3(a)(i).

“SGHC” has the meaning set forth in Section 6.1(c)(ii)(B).

“Shared Services Agreement” has the meaning set forth in Section 6.1(c)(ii)(B).

“Sims” has the meaning set forth in the introductory paragraph to this Agreement and shall be deemed to include any of its Permitted Transferees.

“Sims Assets” has the meaning set forth in the Contribution Agreement.

“Sims Disposition Notice” has the meaning set forth in Section 6.1(c)(i).

“Sims Open Territory” means the geographic region marked as “Open Territory” on the map attached as Schedule 2 .

“Sims West Interest” has the meaning set forth in Section 6.1(c)(i).

“Subject Adams Interest” has the meaning set forth in Section 6.2(b).

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“Supermajority Actions” has the meaning set forth in Section 5.2(c)(ii).

“Target Interests” has the meaning set forth in Section 6.3(a)(i).

“Territory” means the geographic region marked as “Area A” on the map attached as Schedule 2 and shall include: (a) all of the State of California south of, but including the Fresno area; (b) all of the State of Nevada south of, but including the Las Vegas area; (c) all of the State of Arizona; and (d) northern Mexico directly south of the States of California and Arizona and shall expressly exclude the area marked as “Area B” on Schedule 2.

“Third Party” means any Person which is not an Affiliate or Permitted Transferee of any of the Members and who is not financed in whole or in part by any of the foregoing.

“Third Party Disposition Notice” has the meaning set forth in Section 6.3(a)(i).

“Third Party Indebtedness” means, with respect to any Person, all Indebtedness owed by that Person to a Third Party.

“Transfer” means any transfer of an interest in any stock, membership interest, equity interest, or other ownership interest in a Person, whether by sale, gift, exchange, operation of law, pledge, encumbrance or otherwise.

“Trigger Date” has the meaning set forth in Section 6.3(a)(i).

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Exhibit 21.1

Subsidiaries of Sims Group Limited

Australia

Sims Manufacturing Pty Limited Sims Aluminium Pty Limited Sims Superannuation Management Pty Limited Simsmetal Executive Staff Superannuation Pty Limited Simsmetal Holdings Pty Limited Sims Group Australia Holdings Limited Sims Industrial Pty Limited Sims Energy Pty Limited Simsmetal Services Pty Limited Simsmetal Staff Equity Pty Limited Universal Inspection and Testing Company Pty Limited Sims Tyrecycle Pty Ltd Sims Tyrecycle Properties Pty Ltd Sims E-Recycling Pty Limited Australian Refined Alloys Pty Limited (50% joint venture interest) LMS generation Pty Limited (50% joint venture interest)

New Zealand

Simsmetal Industries Limited Sims Pacific Metals Limited (50% joint venture interest)

Hong Kong, China

Sims Asia Holdings Limited

Papua New Guinea

PNG Recycling Limited

United Kingdom

Sims Group UK Holdings Limited Sims Group UK Intermediate Holdings Limited Sims Group UK Pension Trustees Limited United Castings Limited Sims Group UK Limited Sims Cymru Limited End of Life Vehicle Information Systems Ltd (50% joint venture interest) Sims Recycling Solutions UK Holdings Limited Sims Recycling Solutions UK Group Limited Sims Recycling Solutions Limited

The Netherlands

Mirec BV

Sweden

Mirec AB

Belgium

Sims Recycling Solutions NV

Germany

Sims Group German Holdings GmbH Sims M+R GmbH

Turkey

IKISE Geri Dönü ş üm Sanayi ve Ticaret Limited Ş irketi (50% joint venture interest)

United States

Delaware

Sims Group USA Corporation Dover Barge Company Sims Group Global Trade Corporation Simsmetal East LLC Simsmetal West LLC SHN Co, LLC HNE Recycling LLC HNW Recycling LLC Schiabo Larovo Corporation Sims Group USA Holdings Corporation Sims Group Recycling Solutions USA Corporation SA Recycling LLC (50% joint venture interest)

North Carolina

North Carolina Recycling LLC

Illinois

Sims Recycling Solutions, Inc. Universal Integrated Circuits Corporation United Recycling International Corporation United Refining & Smelting Co. United Technology Services, Inc.

Canada

Sims Group Canada Holdings Limited Richmond Steel Recycling Limited (50% joint venture interest) Sims Recycling Solutions Canada Ltd

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form F-4 of our report dated November 27, 2007, relating to the financial statements of Sims Group Limited, which appear in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers

Sydney, Australia February 8, 2008

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form F-4 of Sims Group Limited of our report dated May 24, 2007 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Metal Management, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP Chicago, Illinois February 8, 2008

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form F-4 of Sims Group Limited of our report dated November 14, 2007 relating to the financial statements of the Hugo Neu Recycling Entities for the two month period ended October 31, 2005, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP New York, NY February 8, 2008

Exhibit 99.1

[ LETTERHEAD OF CIBC WORLD MARKETS CORP. ]

The Board of Directors Metal Management, Inc. 325 North LaSalle Street, Suite 550 Chicago, Illinois 60610

Members of the Board:

We hereby consent to the inclusion of our opinion letter, dated September 24, 2007, to the Board of Directors of Metal Management, Inc. (“Metal Management”) as Appendix B to, and reference thereto under the captions “SUMMARY — The Merger — Opinion of Metal Management’s Financial Advisor” and “THE MERGER — Opinion of Metal Management’s Financial Advisor” in, the proxy statement/prospectus relating to the proposed merger involving Metal Management and Sims Group Limited (“Sims”), which proxy statement/prospectus forms a part of the Registration Statement on Form F-4 of Sims. By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

/s/ CIBC World Markets Corp. CIBC WORLD MARKETS CORP.

November 27, 2007

Exhibit 99.2

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named in the Registration Statement on Form F-4 and in the Proxy Statement/Prospectus forming a part thereof, and any amendments thereto, filed by Sims Group Limited as a person who will become a director of Sims Group Limited (to be known as Sims Metal Management Limited after the merger described in the Registration Statement).

Dated: November 27, 2007

/s/ Norman Bobins Signature Norman R. Bobins Name

Exhibit 99.3

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named in the Registration Statement on Form F-4 and in the Proxy Statement/Prospectus forming a part thereof, and any amendments thereto, filed by Sims Group Limited as a person who will become a director of Sims Group Limited (to be known as Sims Metal Management Limited after the merger described in the Registration Statement).

Dated: November 19, 2007

/s/ Daniel W. Dienst Signature Daniel W. Dienst Name

Exhibit 99.4

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named in the Registration Statement on Form F-4 and in the Proxy Statement/Prospectus forming a part thereof, and any amendments thereto, filed by Sims Group Limited as a person who will become a director of Sims Group Limited (to be known as Sims Metal Management Limited after the merger described in the Registration Statement).

Dated: November 14, 2007

/s/ John T. DiLacqua Signature John T. DiLacqua Name

Exhibit 99.5

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named in the Registration Statement on Form F-4 and in the Proxy Statement/Prospectus forming a part thereof, and any amendments thereto, filed by Sims Group Limited as a person who will become a director of Sims Group Limited (to be known as Sims Metal Management Limited after the merger described in the Registration Statement).

Dated: November 13, 2007

/s/ Robert Lewon Signature Robert Lewon Name

Exhibit 99.6

CONSENT OF DIRECTOR NOMINEE

I hereby consent to being named in the Registration Statement on Form F-4 and in the Proxy Statement/Prospectus forming a part thereof, and any amendments thereto, filed by Sims Group Limited as a person who will become a director of Sims Group Limited (to be known as Sims Metal Management Limited after the merger described in the Registration Statement).

Dated: November 13, 2007

/s/ Gerald E. Morris Signature Gerald E. Morris Name

YOUR VOTE IS IMPORTANT Please complete, date, sign and mail your proxy card in the envelope provided as soon as possible.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

FOR THE SPECIAL MEETING OF STOCKHOLDERS OF

METAL MANAGEMENT, INC

This Proxy Is Solicited On Behalf Of The Board Of Directors of Metal Management, Inc.

==> picture [37 x 163] intentionally omitted <==

The undersigned hereby appoints Daniel W. Dienst and Robert C. Larry (together, the “ Proxies ”), and each of them, with full power of substitution, as proxies to vote the shares of Common Stock of Metal Management, Inc. that the undersigned is entitled to vote at the Special Meeting of Stockholders of Metal Management, Inc. (the “ Company ”), to be held at the offices of King & Spalding LLP, 1185 Avenue of the Americas, 34th Floor, New York, New York 10036 at 10:00 a.m. Eastern Time on March 14, 2008 and at any adjournments and postponements thereof. Such shares of Common Stock of Metal Management, Inc. shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxies’ discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof.

This proxy, when properly signed, will be voted in the manner directed herein by the undersigned Stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO ADOPT THE AGREEMENT AND THE PLAN OF MERGER AND THE PROPOSAL TO APPROVE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL.

IMPORTANT — PLEASE SIGN AND RETURN PROMPTLY.

METAL MANAGEMENT, INC. OFFERS STOCKHOLDERS OF RECORD THREE WAYS TO VOTE YOUR PROXY

Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had returned your proxy card. We encourage you to use these cost effective and convenient ways of voting, 24 hours a day, 7 days a week.

TELEPHONE VOTING

INTERNET VOTING

VOTING BY MAIL

This method of voting is available for residents of the U.S. and Canada. On a touch tone telephone, call TOLL FREE 1-877-450-9556 , 24 hours a day, 7 days a week. You will be asked to enter ONLY the CONTROL NUMBER shown below. Have this proxy card ready, then follow the prerecorded instructions. Your vote will be confirmed and cast as you direct. Available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on March 13, 2008.

Visit the Internet voting Web site at http://proxy.georgeson.com. Enter the COMPANY NUMBER and CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your usual Internet charges. Available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on March 13, 2008.

Simply sign and date your proxy card and return it in the postage-paid envelope to Georgeson Inc., Wall Street Station, P.O. Box 1102, New York, NY 10269-0667. If you are voting by telephone or the Internet, please do not mail your proxy card.

COMPANY NUMBER

CONTROL NUMBER

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DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ONLY IF YOU ARE VOTING BY MAIL

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ITEMS LISTED.

Proposal to adopt the Agreement and Plan of Merger, dated as of September 24, 2007, by and among Sims Group Limited, MMI Acquisition Corporation and Metal Management, Inc.	FOR �	AGAINST �	ABSTAIN �
Proposal to approve adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the proposal.	FOR �	AGAINST �	ABSTAIN �

In their discretion, the Proxies are authorized to consider and take action upon any other business that may properly come before the special meeting or any reconvened meeting following an adjournment of the special meeting.

Dated: _________, 2008

Signature:

Signature, if held jointly

When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

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If you have any questions or need assistance, please contact Georgeson Inc., our Proxy Solicitor, at 1-800-368-9818.