SIMS LIMITED — Share Issue/Capital Change 2012

Dec 20, 2012

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

SIMS METAL MANAGEMENT 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 (1) Performance rights [SGMAI] +securities issued or to (2) Options exp 16/11/ 2019 [SGMAK] be issued (3) (a) Performance rights and restricted stock units [SGMAI] (b) Options exp 30/11/2017 [SGMAK] (c) Options exp 11/11/2018 [SGMAK] (4) Restricted stock units [SGMAI]

2 Number of (1) 1,681,789 +securities issued or to (2) 2,354,420 be issued (if known) or (3) (a) (146,401) maximum (b) (18,178) number which may (c) (50,595) be issued (4) (a) 336,219 (b) 6,494

• See chapter 19 for defined terms.

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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)	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)	(1) Under the Sims Metal Management Long Term Incentive Plan (“SimsMM Plan”), participants may be granted performance rights, which are the right to receive an ordinary share or American Depositary Share (“ADS”) in the entity upon satisfaction of vesting conditions for a nil issue price. For performance rights to vest, the entity needs to meet or exceed a performance hurdle based on the Total Shareholder Return of the entity assessed against a peer group of companies over the specified performance period. If this performance hurdle is met, and the participant remains in the employ of the entity or a related party, or has ceased to be an employee as a result of a ‘qualifying cessation’, then ordinary shares or ADSs (as the case may be) will be issued on the last business day in August following the end of the performance period (being the 3 year period commencing 1 July 2012 and ending 30 June 2015). If the minimum performance hurdle is not met then, subject to re-testing at the end of the 4 year period commencing 1 July 2012 and ending 30 June 2016 and again at the end of the 5 year period commencing 1 July 2012 and ending 30 June 2017, no ordinary shares or ADSs (as the case may be) will be issued in respect of the performance rights, and the performance rights will lapse with effect as at 30 June 2017. (2) Under the SimsMM Plan, participants are granted options, which are the right to receive an ordinary share or ADS (as the case may be) in the entity upon satisfaction of a continued employment vesting condition and payment of the exercise price. For options to vest, the participant must remain in the employ of the entity or a related party, or have ceased to be an employee as a result of a ‘qualifying cessation’, on the option vesting dates, which are 30 August 2013, 29 August 2014 and 31 August 2015 respectively. The options expire 7 years after the date of grant on 16 November 2019. The option exercise price is US$9.49 in respect of the options which are exercisable into ADSs. (3) N/A (4) Under the SimsMM Plan, participants may be granted restricted stock units (“RSUs”), which are the right to receive an ordinary share or ADS in the entity upon satisfaction of vesting conditions for a nil issue price. (a) In respect of this particular grant of 336,219 RSUs each made to several executives, for the RSUs to vest, and ADSs be issued, which they may do as to 168,116 RSUs on 5 June, 2014, and as to 93,541 RSUs on 5 June, 2015, and as to 74,562 RSUs on 5 December, 2015 respectively (the “Vesting Dates”), the participants must remain in the employ of the entity or a related party, or have ceased to be an employee as a result of a ‘qualifying cessation’, on the respective Vesting Dates. (b) In respect of this particular grant of 6,494 RSUs made to an executive, for the RSUs to vest, and ADSs be issued, which they may do in instalments of 2,165, 2,165 and 2,164 on 10 December 2013, 2014, and 2015 respectively (the “Vesting Dates”), the participant must remain in the employ of the entity or a related party, or have ceased to be an employee as a result of a ‘qualifying cessation’, on the respective Vesting Dates.
		ed terms. 01/08/2012
+ See chapter 19 for defin Appendix 3B Page 2

• 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

(1) and (4) A performance right or RSU to an ordinary share or ADS, as the case may be, does not entitle a participant under the SimsMM Plan to participate in new issues of securities or to receive dividends. In the event that ordinary shares or ADSs, as the case may be, are issued under the SimsMM Plan at the end of the performance period pursuant to the vesting of performance rights, those ordinary shares or ADSs, as the case may be, will rank equally with existing ordinary shares and ADSs. (2) An option does not entitle a participant under the SimsMM Plan to participate in new issues of securities or to receive dividends. In the event that ordinary shares or ADSs, as the case may be, are issued under the SimsMM Plan pursuant to the exercise of options, those ordinary shares or ADSs, as the case may be, will rank equally with existing ordinary shares and ADSs. (3) N/A

5 Issue price or consideration	(1), (2) and (4) Nil (3) N/A

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	(1) – (2) Issue of performance rights and options under the SimsMM Plan. (3) Forfeiture and subsequent cancellation of performance rights, restricted stock units and options under the SimsMM Plan. (4) Issue of RSUs under the SimsMM Plan.
	N/A

• See chapter 19 for defined terms.

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• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

• (1) – (2) 16 November 2012.

• (3) N/A

(4) (a) 5 December 2012 (b) 10 December 2012

Number +Class 8 Number and +class of all 204,296,106 Fully paid ordinary +securities quoted on ASX shares ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and+class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	4,830,904 _ 492,000 _ 45,145 _ 322,949 __ 874,232	performance rights and restricted stock units [SGMAI] (this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the performance rights and restricted stock units assuming that the performance hurdles are met under the SimsMM Plan or the former Sims Metal Management Long Term Incentive Plan or individual contracts. _____ options [SGMAK] (issued to certain executives that were formerly executives of Metal Management Inc (“MMI”) under the former MMI 2002 Incentive Plan and that are outstanding under the Sims Metal Management Limited Transition Incentive Stock Plan - this is the maximum number of ordinary shares which may be issued pursuant to the exercise of options. _____ options exp 24/11/ 2015 [SGMAK] (issued to executive directors pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options). _____ options exp 2/04/2016 [SGMAK] (issued to certain executives pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options). _____ options exp 17/06/2016 [SGMAK] (issued to certain executives pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options).

• See chapter 19 for defined terms.

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_ 4,747 _ 408,146 _ 513,409 _ 203,908 _ 780,250 _ 16,499 _ 1,450,116 _ 2,354,420

_____ options exp 22/10/2016 [SGMAK] (issued to executive pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options) _____ options exp 23/11/ 2016 [SGMAK] (issued to certain executives, including the executive director, pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options). _____ options exp 17/12/ 2016 [SGMAK] (issued to certain executives, including the executive director, pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options). _____ options exp 22/11/ 2017 [SGMAK] (issued to executive pursuant to the SimsMM Plan - this is the maximum number of ADSs which may be issued pursuant to the exercise of options) _____ options exp 30/11/2017 [SGMAK] (issued to executives pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options) ______ options exp 17/12/2017 [SGMAK] (issued to executive pursuant to the SimsMM Plan - this is the maximum number of ADSs which may be issued pursuant to the exercise of options) ______ options exp 11/11/2018 [SGMAK] (issued to executive pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options) ________ options exp 16/11/2019 [SGMAK] (issued to executive pursuant to the SimsMM Plan - this is the maximum number of ordinary shares and ADSs, collectively, which may be issued pursuant to the exercise of options)

ms.

• See chapter 19 for defined terms.

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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 N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions 18 Names of countries in which the N/A 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 N/A acceptances or renunciations

• See chapter 19 for defined terms.

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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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 N/A 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 N/A N/A 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: 21 /12/2012 (Company secretary)

Print name: Frank Moratti

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
Insert number of fully paid ordinary securities
on issue 12 months before date of issue or
agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot be
added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
Subtract the number of fully paid ordinary
securities cancelled during that 12 month period
“A”
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period not
counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1
or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the securities
the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2
Subtract “C”
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement capacity
under rule 7.1]
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Part 2

• See chapter 19 for defined terms.

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A”
Note: number must be same as shown in Step 1
of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not just
ordinary securities
• Include here – if applicable – the securities
the subject of the Appendix 3B to which this
form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with in
Part 1), or for which specific security holder
approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate line
items
“E”
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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