SIMS LIMITED — Share Issue/Capital Change 2015

Nov 25, 2015

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, 04/03/13

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 +securities issued or tobe issued	(1) Performance rights [SGMAI]
		(2) Restricted stock units [SGMAI]
		(3) Options exp 13/11/ 2022 [SGMAK]
		(4) Options exp 16/11/ 2019 [SGMAK]
2	Number of +securities issued or tobe issued (if known) or maximum	(1) 1,270,849
	number which may be issued	(2)242,777
		(3) 2,349,632
		(4)(726)

+ See chapter 19 for defined terms.

3 Principal terms of the +securities (e.g. 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 in the entity upon satisfaction of vesting conditions for a nil issue price. For performance rights to vest, the entity needs to, depending on the particular performance right issued, either:

• 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, or

-achieve an earnings performance hurdle based on the entity's FY18 Return on Invested Capital.

If these performance hurdles are met in respect of the particular performance right applicable, 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 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 2015 and ending 30 June 2018). If the particular minimum performance hurdle is not met then no ordinary shares will be issued in respect of the particular performance rights, and the performance rights will lapse with effect as at 30 June 2018.

(2) Under the SimsMM Plan, participants may be granted restricted stock units ("RSUs"), which are the right to receive an ordinary share in the entity upon satisfaction of vesting conditions for a nil issue price. For the RSUs to vest, and ordinary shares be issued, which they may do on 31 August, 2018 (the "Vesting Date"), 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 Vesting Date.

(3) Under the SimsMM Plan, participants are granted options, which are the right to receive an ordinary share 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 31 August 2016, 31 August 2017 and 31 August 2018 respectively. The options expire 7 years after the date of grant on 13 November 2022. The option exercise price is A$9.38.

(4) Forfeiture and subsequent cancellation of options under the SimsMM Plan.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date 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) - (2) A performance right or RSU to an ordinary share 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 are issued under the SimsMM Plan at the end of the performance period pursuant to the vesting of performance rights or the vesting of RSUs, those ordinary shares will rank equally with existing ordinary shares.

(3) 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 are issued under the SimsMM Plan pursuant to the exercise of options, those ordinary shares will rank equally with existing ordinary shares.

(4) N/A

• 5 Issue price or consideration Nil
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

(1) Issue of performance rights under the SimsMM Plan.

(2) Issue of RSUs under the SimsMM Plan.

(3) Issue of options under the SimsMM Plan.

(4) N/A

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

• See chapter 19 for defined terms.

• 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
• 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 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

13 November 2015

	Number	+Class
+class8Numberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	205,461,146	Fullypaidordinaryshares

					+ See chapter 19 for defined terms.
--	--	--	--	--	-------------------------------------	--

	Number	+Class
+class9Numberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	6,194,088	Performance rights andrestrictedstockunits[SGMAI](this is the maximumnumberofordinarysharesandAmericanDepositaryShares("ADS"),collectively,which may be issuedpursuanttotheperformance rights andrestrictedstockunitsassumingthattheperformance hurdles aremet under the SimsMMPlan or the former SimsMetalManagementLongTermIncentivePlanorindividualcontracts.
	11,352,539	OptionsExpiringvarious dates Ex variousprices [SGMAK] – seeAnnexure 2

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

No change

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent on securityholders' approval, the date of themeeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlementsinfullthroughabroker?
31	How do security holders sell part oftheir entitlements through a brokerand 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)?
• 33 +Issue 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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)

• 38 Number of +securities for which +quotation is sought N/A 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the +issue date 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)

Number	+ Class

+ See chapter 19 for defined terms.

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 is not available now, we 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: 26/11/2015 (Company secretary)

Print name: Frank Moratti

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities - N/A

Introduced 01/08/12 Amended 04/03/13

Appendix 3B – Annexure 2

Number	+Class
273,999	options exp 2/04/2016 at ex price A$17.79 and US$12.19(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares and American Depositary Shares ("ADSs"), collectively, whichmay be issued pursuant to the exercise of options)
850,946	options exp 17/06/2016 at ex price A$25.22 and US$20.73(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options).
4,747	options exp 22/10/2016 at ex price US$21.22(issued to executive pursuant to the SimsMM Plan - this is the maximum number ofADSs which may be issued pursuant to the exercise of options)
370,915	options exp 23/11/ 2016 at ex price A$21.95 and US$20.57(issued to participants pursuant to the SimsMM Plan - this is the maximum numberofordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options).
501,214	options exp 17/12/ 2016 at ex price A$21.95 and US$20.57(issued to participants pursuant to the SimsMM Plan - this is the maximum numberofordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options).
203,908	options exp 22/11/ 2017 at ex price US$16.73(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ADSs which may be issued pursuant to the exercise of options)
714,796	options exp 30/11/2017 at ex price A$17.62 and US$16.98(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options)
16,499	options exp 17/12/2017 at ex price US$20.43(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ADSs which may be issued pursuant to the exercise of options)
1,305,748	options exp 11/11/2018 at ex price A$13.07 and US$13.37(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options)

+ See chapter 19 for defined terms.

2,127,143	options exp 16/11/2019 at ex price A$9.29 and US$9.49(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares and ADSs, collectively, which may be issued pursuant to theexercise of options)
1,280,700	options exp 15/11/2020 at ex price A$9.98(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares which may be issued pursuant to the exercise of options)
1,352,292	options exp 14/11/2021 at ex price A$10.85(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares which may be issued pursuant to the exercise of options)
2,349,632	options exp 13/11/2022 at ex price A$9.38(issued to participants pursuant to the SimsMM Plan - this is the maximum numberof ordinary shares which may be issued pursuant to the exercise of options)

+ See chapter 19 for defined terms.