NOTICE OF 2019 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING (MEETING) OF THE SHAREHOLDERS (SHAREHOLDERS) OF SIMS METAL MANAGEMENT LIMITED (COMPANY) WILL BE HELD AT THE LANGHAM HOTEL – 1 SOUTHGATE AVENUE, SOUTHBANK VIC 3006, AUSTRALIA ON 14 NOVEMBER 2019 AT 10.00AM (MELBOURNE TIME). SIMS METAL MANAGEMENT LIMITED ACN 114 838 630 10 October 2019 Dear Shareholder I have pleasure in inviting you to attend the 2019 Annual General Meeting of Sims Metal Management Limited to be held at The Langham Hotel, 1 Southgate Avenue, Southbank VIC 3006, Australia on Thursday, 14 November 2019 at 10.00am (Melbourne time). Enclosed is the Notice of Annual General Meeting, which sets out the items of business to be considered. If you are attending, please bring this letter with you to facilitate registration into the Meeting. If you are unable to attend the Meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided so that it is received no later than 48 hours before the commencement of the Meeting. Alternatively, you may vote online at www.linkmarketservices.com.au. Corporate shareholders will be required to complete a “Certificate ofAppointment of Representative” to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company’s share registry. A copy of the address to be given by each of the Chairman and Chief Executive Officer at the Meeting will be available for viewing and downloading from the Company’s website at www.simsmm.com, following the Meeting. You may also request a copy from the Company. I look forward to your attendance at the Meeting. Yours sincerely Gretchen Johanns Company Secretary AGENDA ITEMS ACCOUNTS AND REPORTS REMUNERATION REPORT To receive and consider the financial statements of the Companyand RESOLUTION 5 its controlled entities for the year ended 30 June 2019 and the related To consider and, if thought fit, pass the following resolution as a Directors’ Report, Directors’ Declaration and Auditor’s Report. non-binding ordinary resolution: RE-ELECTION AND ELECTION OF DIRECTORS “That the Remuneration Report for the year ended 30 June 2019 MS DEBORAH O’TOOLE (as set out in the Directors’ Report) is adopted.” RESOLUTION 1 A voting exclusion applies to this resolution. To consider and, if thought fit, pass the following resolution as an ordinary resolution: PARTICIPATION IN THE COMPANY’S LONG TERM “That Ms Deborah O’Toole, who retires by rotation at the Annual INCENTIVE PLAN BY MR FIELD General Meeting in accordance with the Company’s Constitution and RESOLUTION 6 the ASX Listing Rules and having offered herself for re election and To consider and, if thought fit, pass the following resolution as an being eligible, be re-elected as a Director of the Company.” ordinary resolution: MR MIKE KANE “That approval is given for the purpose of ASX Listing Rule 10.14 and for all other purposes, for the Company to issue to Mr Alistair RESOLUTION 2 Field, the Chief Executive Officer and Managing Director of the To consider and, if thought fit, pass the following resolution as an Company, 237,952 Performance Rights (representing 102,348 ordinary resolution: TSR Performance Rights and 135,604 Strategic Performance “That Mr Mike Kane, who having been appointed as an additional Rights) under the terms of the Company’s Long Term Incentive Director since the last Annual General Meeting retires at the Annual Plan, as more particularly described in the Explanatory Memorandum General Meeting in accordance with the Company’s Constitution and accompanying this notice of meeting.” the ASX Listing Rules and having offered himself for election and A voting exclusion applies to this resolution. being eligible, be elected as a Director of the Company.” CHANGE OF COMPANY NAME MR HIROYUKI KATO RESOLUTION 7 RESOLUTION 3 To consider and, if thought fit, pass the following resolution as a To consider and, if thought fit, pass the following resolution as an special resolution: ordinary resolution: “That the name of the Company be changed to Sims Limited and all “That Mr Hiroyuki Kato, who having been appointed as an additional references in the Company’s Constitution be updated accordingly.” Director since the last Annual General Meeting retires at the Annual General Meeting in accordance with the Company’s Constitution and the ASX Listing Rules and having offered himself for election and being eligible, be elected as a Director of the Company.” By order of the Board REINSERTION OF PROPORTIONAL TAKEOVER PROVISIONS IN CONSTITUTION RESOLUTION 4 To consider and, if thought fit, pass the following resolution as a Gretchen Johanns special resolution: Company Secretary 10 October 2019 “That the proportional takeover provisions in the form of clause 13 of the Constitution of the Company (as last approved by shareholders) be reinserted in the Constitution for a period of three years from the date of this Meeting.” 2 INFORMATION FOR STAKEHOLDERS VOTING ENTITLEMENTS SHAREHOLDER QUESTIONS For the Meeting, shares will be taken to be held by persons who are If you would like a question to be put to the Chairman of the registered as Shareholders as at 7.00pm (Sydney time) on Tuesday, Meeting or the Auditor and you are not able to attend the Meeting, 12 November 2019. Accordingly, transactions registered after that please email your question to the Company Secretary at gretchen. time will be disregarded in determining Shareholders entitled to [email protected]. attend and vote at the Meeting. To allow time to collate questions and prepare answers, questions PROXIES are to be received by the Company Secretary by 5.00pm (Sydney time) on Thursday, 7 November 2019. Please note that individual A Shareholder who is entitled to attend and cast a vote at the responses will not be sent to shareholders. Meeting has the right to appoint a proxy to attend and vote on behalf of the Shareholder. The proxy need not be a shareholder of Shareholders should read the Explanatory Memorandum the Company and may be an individual or a body corporate. If a accompanying, and forming part of, this Notice for more details on Shareholder is entitled to cast two or more votes they may appoint the resolutions to be voted on at the Meeting. two proxies and may specify the proportion or number of votes each VOTING proxy is appointed to exercise. If the proxy appointments do not specify a proportion or number, each proxy may exercise half of the The Board has resolved that each voting item on the agenda for Shareholder’s votes. the Meeting will be decided by a poll. The poll will be taken after the other business of the Meeting has been concluded. Link will then A personalised proxy form (Proxy Form) accompanies this Notice of collect all polling cards and calculate the results, which will in line Meeting (Notice). with market practice, be subsequently announced to the ASX. The Proxy Form must be signed by you or your attorney. Proxies The Chairman of the Meeting intends to vote undirected proxies in given by corporations must be executed either in accordance with favour of all items on the agenda. section 127 of the Corporations Act 2001 (Cth) (Corporations Act) or under the hand of a duly authorised officer or attorney. Where to lodge a proxy The Proxy Form and the power of attorney or other authority under which it is signed (if any), or a certified copy of the power of attorney or authority, must be: • deposited at the share registry of the Company, Link Market Services Limited (Link), located at Level 12, 680 George Street, Sydney NSW 2000 or 1A Homebush Bay Drive, Rhodes NSW 2138 (or by mail to Locked Bag A14, Sydney South NSW 1235); • deposited at the Company’s Registered Office, Suite 2, Level 9, 189 O’Riordan Street, Mascot, NSW 2020; • sent to the Company by mail to Locked Bag 5016, Alexandria NSW 2015; or • sent by facsimile to Link on (02) 9287 0309 or to the Company on (02) 8113 1622. ELECTRONIC PROXY You may lodge an electronic proxy online at www.linkmarket- services.com.au. You will be required to enter your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and a postcode. You will be taken to have signed the Proxy Form if you lodge an electronic proxy online in accordance with the online instructions. To be effective, proxies must be lodged by 10.00am (Sydney time) on Tuesday, 12 November 2019. Proxies lodged or received after that time will be invalid. CORPORATE REPRESENTATIVES A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting a properly executed letter or other document confirming their authority to act as the Shareholder’s representative. SIMS METAL MANAGEMENT LIMITED NOTICE OF 2019 ANNUAL GENERAL MEETING 3 EXPLANATORY MEMORANDUM FOR THE 2019 ANNUAL GENERAL MEETING (MEETING) BUSINESS OF THE MEETING Ms O’Toole brings a skillset comprising strategic, financial, commercial and operational expertise, as well as substantial knowledge and ACCOUNTS AND REPORTS understanding of global metals markets and supply chains. She has The Financial Report, Directors’ Report and the Auditor’s Report for also been at the frontline of business transformation and organisational the financial year ended 30 June 2019 FY2019( ) will be laid before change and has extensive experience leading ASX listed companies. the Meeting. The Board considers Ms O’Toole to be an Independent Director.