SIMS LIMITED — Share Issue/Capital Change 2007

Dec 19, 2007

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

SIMS GROUP LIMITED

ABN 69 114 838 630

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of+securities issued or to be issued	(i) Performance rights to ordinary shares (ii)(a)(b) Performance rights to ordinary shares (iii)(a)(b) Restricted stock units to ordinary shares
2	Number of+securities issued or to be issued (if known) or maximum number which may be issued	(i) 27,018 (ii)(a) 3,579 (ii)(b) 205,643 (iii)(a) 11,028 (iii)(b)127,415

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3	Principal terms of the~~+~~securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(i) Under the Sims Group Long Term Incentive Plan participants are granted performance rights, which are the right to receive an ordinary share upon satisfaction of all vesting conditions for a nil issue price. For performance rights to vest, the entity (or a division of the entity) needs to meet or exceed certain performance hurdles over the specified performance periods. If performance hurdles are met, then ordinary shares will be issued at the end of respective performance periods (31 August 2008, 31 August 2009 and 31 August 2010). If minimum performance hurdles are not met no shares will be issued in respect of the performance rights. (ii)(a)Under the former Sims Group Long Term Incentive Plan participants were granted performance rights, which are the right to receive an ordinary share upon satisfaction of all vesting conditions for a nil issue price. For performance rights to vest, the entity needs to meet or exceed certain performance hurdles over a specified performance period. If performance hurdles are met, then ordinary shares will be issued at the end of the performance period (approx 30 October 2009). If minimum performance hurdles are not met no shares will be issued in respect of the performance rights. (ii)(b)Certain executives under individual contracts have been granted performance rights, which are the right to receive an ordinary share upon satisfaction of vesting conditions for a nil issue price. For grants of performance rights to vest, service pre-requisites need to be satisfied by the participants and, in some cases, the entity needs to meet or exceed certain performance hurdles over specified performance periods. If vesting conditions are met, then ordinary shares will be issued at the end of specified performance periods (from approx 30 October 2008 up to approx 30 October 2010). If vesting conditions are not met, then no shares will be issued in respect of the performance rights.

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

3	Principal terms of the~~+~~securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(iii)(a)Under the former Sims Group Long Term Incentive Plan participants were granted restricted stock units (RSUs), which are the right to receive an ordinary share upon satisfaction of all vesting conditions for a nil issue price. For RSUs to vest, the entity needs to meet or exceed certain performance hurdles over a specified performance period. If performance hurdles are met, then ordinary shares will be issued at the end of the performance period (approx 30 October 2009). If minimum performance hurdles are not met no shares will be issued in respect of the RSUs. (iii)(b)Certain executives under individual contracts have been granted RSUs, which are the right to receive an ordinary share upon satisfaction of vesting conditions for a nil issue price. For grants of RSUs to vest, service pre-requisites need to be satisfied by the participants. If service pre-requisites are met, then ordinary shares will be issued at 30 June 2008 and 30 June 2009. If service pre-requisites are not met, then no shares will be issued in respect of the RSUs.

• See chapter 19 for defined terms.

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4	Do the~~+~~securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Both performance rights and restricted stock units to shares do not entitle recipients to participate in new issues of securities or to receive dividends. In the event that shares are issued to a recipient at the end of the performance periods pursuant to the vesting of performance rights or restricted stock units, then those shares will rank equally with existing ordinary shares.	Both performance rights and restricted stock units to shares do not entitle recipients to participate in new issues of securities or to receive dividends. In the event that shares are issued to a recipient at the end of the performance periods pursuant to the vesting of performance rights or restricted stock units, then those shares will rank equally with existing ordinary shares.
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(i) Performance rights are issued under the Sims Group Long Term Incentive Plan. (ii)(a) Performance rights are issued under the former Sims Group Long Term Incentive Plan. (ii)(b) Performance rights are issued under individual executive contracts. (iii)(a) Restricted stock units are issued under the former Sims Group Long Term Incentive Plan. (iii)(b) Restricted stock units are issued under individualexecutive contracts.
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	Not applicable
		Number	+Class
8	Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	126,505,842	Fully paid ordinary shares

• See chapter 19 for defined terms.

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		Number	+Class
9	Number and~~+~~class of all~~+~~securities not quoted on ASX (_including_the securities in clause 2 if applicable)	806,783 __ 209,222 ___ 138,443	performance rights (this is the maximum number of shares which may be issued pursuant to the performance rights assuming that all the performance hurdles are met under the Sims Group Long Term Incentive Plan). ___ performance rights (issued to certain executives under the former Sims Group Long Term Incentive Plan and individual contracts - this is the maximum number of shares which may be issued pursuant to the performance rights assuming that (where applicable) performance hurdles are met and service pre-requisites are satisfied. __ restricted stock units (issued to certain executives under the former Sims Group Long Term Incentive Plan and individual contracts- this is the maximum number of shares which may be issued pursuant to the restricted stock units assuming that (where applicable) all the performance hurdles are met and service pre- requisites are satisfied.
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	No change

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the+securities will be offered

• See chapter 19 for defined terms.

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14	+Class of+securities to which the offer relates
15	+Record date to determine entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Crossreference: rule7.7.
19	Closing date for receipt of acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders
25	If the issue is contingent on+security holders’ approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

• See chapter 19 for defined terms.

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27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do+security holders sell their entitlements_in full_through a broker?
31	How do+security holders sell_part_of their entitlements through a broker and accept for the balance?
32	How do+security holders dispose of their entitlements (except by sale through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a) Securities described in Part 1

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38	Number of securities for which +quotation is sought
39	Class of+securities for which quotation is sought
40	Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

		Number	+Class
42	Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 20/12/2007
(Company secretary)
Print name: Frank Moratti
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• See chapter 19 for defined terms.

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