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SIMS LIMITED Share Issue/Capital Change 2007

Oct 15, 2007

65780_rns_2007-10-15_acd56c91-5c5a-4284-8e35-1ad633eb8922.pdf

Share Issue/Capital Change

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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
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
Performance rights to ordinary shares
5,481
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

3 Principal terms of the[+] securities Under the Sims Group Long Term Incentive (eg, if options, exercise price and Plan participants are granted performance expiry +securities, the amount outstanding date; if partly paid rights, which are the right to receive an ordinary share upon satisfaction of all vesting conditions and due dates for payment; if +convertible securities, the for a nil issue price. For performance rights to vest, the entity (or a division of the entity) conversion price and dates for needs to meet or exceed certain performance conversion) 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.

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all A performance right to a share does not entitle a respects from the date of allotment participant under the plan to participate in new with an existing[+] class of quoted issues of securities or to receive dividends. In +securities? the event that shares are issued under the plan at the end of the performance periods pursuant to If the additional securities do not the vesting of performance rights, those shares rank equally, please state: • the date from which they do will rank equally with existing ordinary shares. • 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 5 Issue price or consideration Nil 6 Purpose of the issue The performance rights are being issued under (If issued as consideration for the the Sims Group Long Term Incentive Plan. acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 10 October 2007 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 126,175,261 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
779,765
___
209,222
_______
168,306
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
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
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.
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

10 Dividend policy (in the case of a No change trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
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.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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
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?
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

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.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Number +Class
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

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.

Sign here: ............................................................ Date: 16/10/2007 (Company secretary)

Print name: Frank Moratti

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9