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SIMS LIMITED Share Issue/Capital Change 2012

Jul 3, 2012

65780_rns_2012-07-03_06be5605-01cd-4fdc-b6fe-781c0e591595.pdf

Share Issue/Capital Change

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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 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 +Classof+securitiesissued or to beissue (1) Ordinary shares(2) Restricted stock units [SGMAI]
2 Numberof+securitiesissued or to beissued(ifknown)ormaximumnumberwhichmay be issued (1) 13,251(2) (13,251)

+ See chapter 19 for defined terms.

3 Principalterms
ofthe (1) Fully paid ordinary shares
+securities(eg,
ifoptions, (2) N/A
exerciseprice
and expiry date;
ifpartlypaid
+securities,the
amount
outstanding and
duedatesfor
payment;if
+convertible
securities,the
conversion price
anddatesfor
conversion)

+ See chapter 19 for defined terms.

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

5 Issue price or consideration (1) Nil

(1) Yes (2) N/A

(2) N/A

(1) - (2) Issue of fully paid ordinary shares pursuant to the vesting of restricted stock units under the Sims Metal Management Long Term Incentive Plan.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

7 Dates of entering +securities intouncertificated holdings or despatchof certificates 3 July 2012
Number +Class
8 +classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable) 204,830,045 Fully paid ordinary shares

+ See chapter 19 for defined terms.

Number_ +Class__________________________________________
9 Numberand +classofall+securitiesnotquoted onASX(including 3,490,830 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 rightsand restricted stock units assuming that the performance hurdles aremet under the SimsMM Plan or the former Sims Metal ManagementLong Term Incentive Plan or individual contracts.
thesecuritiesin clause2ifapplicable) _______492,000 _________________options [SGMAK](issued to certain executives that were formerly executives of MetalManagement Inc ("MMI") under the former MMI 2002 IncentivePlan and that are outstanding under the Sims Metal ManagementLimited Transition Incentive Stock Plan - this is the maximumnumber of ordinary shares which may be issued pursuant to theexercise of options.
________45,145 ____________________options exp 24/11/ 2015 [SGMAK](issued to executive directors pursuant to the SimsMM Plan - this isthe maximum number of ordinary shares and ADSs, collectively,which may be issued pursuant to the exercise of options).
________322,949 ___________________options exp 2/04/2016 [SGMAK](issued to certain executives pursuant to the SimsMM Plan - this isthe maximum number of ordinary shares and ADSs, collectively,which may be issued pursuant to the exercise of options).
________874,232 ___________________options exp 17/06/2016 [SGMAK](issued to certain executives pursuant to the SimsMM Plan - this isthe maximum number of ordinary shares and ADSs, collectively,which may be issued pursuant to the exercise of options).
4,747 _options exp 22/10/2016 [SGMAK](issued to executive pursuant to the SimsMM Plan - this is themaximum number of ordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options)

+ See chapter 19 for defined terms.

408,146________ options exp 23/11/ 2016 [SGMAK](issued to certain executives, including the executive director,pursuant to the SimsMM Plan - this is the maximum number ofordinary shares and ADSs, collectively, which may be issuedpursuant to the exercise of options).__________________
513,409 options exp 17/12/ 2016 [SGMAK](issued to certain executives, including the executive director,pursuant to the SimsMM Plan - this is the maximum number ofordinary shares and ADSs, collectively, which may be issuedpursuant to the exercise of options).
203,908 options exp 22/11/ 2017 [SGMAK](issued to executive pursuant to the SimsMM Plan - this is themaximum number of ADSs which may be issued pursuant to theexercise of options)_
803,446________ options exp 30/11/2017 [SGMAK](issued to executives pursuant to the SimsMM Plan - this is themaximum number of ordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options)___________________
16,499________ options exp 17/12/2017 [SGMAK](issued to executive pursuant to the SimsMM Plan - this is themaximum number of ADSs which may be issued pursuant to theexercise of options)___________________
1,517,773 options exp 11/11/2018 [SGMAK](issued to executive pursuant to the SimsMM Plan - this is themaximum number of ordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options)

+ See chapter 19 for defined terms.

10 Dividend policy (in the case of a trust, distributio n policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

No change

11 Issecurityholderapprovalrequired? N/A
12 Is the issue renounceable or nonrenounceable? N/A
13 Ratio in which the +securities willbe offered N/A
14 +Class of +securities to which theoffer relates N/A
15 +Recorddatetodetermineentitlements N/A
16 Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? N/A
17 Policy for deciding entitlements inrelation to fractions N/A
18 Names of countries in which theentity has +security holders who N/A
willnotbesentnewissuedocuments
Note: Security holders must be told how theirentitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters N/A
21 Amount of any underwriting fee or N/A
commission
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the
broker to the issue N/A
24 Amountofanyhandlingfeepayabletobrokerswholodge N/A
acceptances or renunciations on
behalf of +security holders
25 Iftheissueiscontingenton N/A
+securityholders'approval,the
date of the meeting
26 Date entitlement and acceptance N/A
form and prospectus or ProductDisclosure Statement will be sent to
persons entitled
27 If the entity has issued options, andthe terms entitle option holders to N/A
participate on exercise, the date on
which notices will be sent to optionholders
28 Date rights trading will begin (if N/A
applicable)
29 Date rights trading will end (if N/A
applicable)
30 How do +security holders sell theirentitlementsinfullthrougha N/A
broker?
31 How do +security holders sell partof their entitlements through a N/A
broker and accept for the balance?

+ See chapter 19 for defined terms.

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

N/A

33 +Despatch date N/A

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) xSecurities described in Part 1
(b) All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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.

Entities that have ticked box 34(b)

Number of securities for which+quotation is sought N/A
+securitiesClassofforwhichquotation is sought N/A
Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities? N/A
If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
Reason for request for quotationnow N/A
restriction period(ifissueduponconversionofanother security, clearly identify that
Example: In the case of restricted securities, end ofother security)
Number +Class
42 Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38) N/A N/A

Quotation agreement

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

+ See chapter 19 for defined terms.

  • 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: 4/7/2012

(Company secretary)

Print name: Frank Moratti

== == == == ==

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 11