SIMS LIMITED — Share Issue/Capital Change 2016

Dec 15, 2016

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 issuedor to be issued	(1) (a) Options exp 15/11/2020 [SGMAK](b) Options exp 14/11/2021 [SGMAK](2) Ordinary shares
2	+securitiesNumberofissued or to be issued (ifknown)ormaximumnumberwhichmaybeissued	(1) (a) (12,841)(b) (7,904)(2) 20,745
3	Principaltermsofthe+securities (e.g. if options,exercise price and expirydate;ifpartlypaid+securities,theamountoutstanding and due datesforpayment;if+convertible securities, theconversion price and dates	N/A

for conversion)

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	(1) N/A(2) Yes
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	ExerciseofoptionsundertheSimsMetalManagement Long Term Incentive Plan and theissue of ordinary shares as a consequence therof
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	N/A
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed
6c	+securitiesNumberofissued
	without security holder approvalunder rule 7.1

+ See chapter 19 for defined terms.

• 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
• 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.

16 December 2016

• See chapter 19 for defined terms.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	197,442,148	Fullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	6,767,606	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).
		12,293,190	OptionsExpiringvarious dates Ex variousprices [SGMAK] – seeAnnexure 2

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

N/A

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.

• 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 offer 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

+ See chapter 19 for defined terms.

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	Amountofanyhandlingfee
	payabletobrokerswholodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security
	holders' approval, the date of themeeting
26	Date entitlement and acceptance
	form and offer documents 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 (ifapplicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlementsinfullthrougha
	broker?
31	How do security holders sell part oftheir entitlements through 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)?
• 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 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)

• 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 +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
	quotedonASX(includingthe
	+securities in clause 38)

+quotation is sought

+ 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: 16/12/2016 (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

Number	+Class
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 numberof ordinary 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)
2,109,359	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)
1,144,999	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)
1,283,226	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)
2,187,906	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)
2,825,535	options exp 10/11/2023 at ex price A$10.51(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)

Appendix 3B – Annexure 2