Deed of Release
 Sims Metal Management Limited
Jeremy Sutcliffe




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Table of Contents
 1.
    
    Defined terms and interpretation
    
    
    32.
    
    Termination of Employment
    
    
    63.
    
    Termination Entitlements
    
    
    64.
    
    Release
    
    
    65.
    
    Return of Property
    
    
    76.
    
    Confidentiality and Continuing Obligations
    
    
    77.
    
    Resignation from offices and Indemnity
    
    
    78.
    
    Restraint
    
    
    89.
    
    Confidentiality of Deed
    
    
    810.
    
    Public Statements
    
    
    911.
    
    Acknowledgements
    
    
    912.
    
    Benefit of Deed
    
    
    913.
    
    Bar
    
    
    914.
    
    Notices
    
    
    915.
    
    General
    
    
    10Schedule 1  Termination Entitlements
    
    
    13Schedule 2  Announcement
    
    
    16
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DETAILS
 Date:
 Parties
 (1)
    
    Sims Metal Management Limited (Sims)
 ABN
    
    69 114 838 630Address
    
    Sir Joseph Banks Corporate ParkSuite 3, Level 232  34 Lord StreetBOTANY NSW 2019Fax
    
    (02) 9902 6006Attention
    
    Company Secretary
 (2)
    
    Jeremy Sutcliffe (Executive)
 Address
    
    26 Prince Albert StreetMOSMAN NSW 2088
 Recitals
 A.
    
    The Executive commenced his employment with the Sims Group in or about 1989.B.
    
    The Executive was employed pursuant to the First Contract from 1 March 2002.C.
    
    The Executive was employed pursuant to the Second Contract from in or about October 2005.D.
    
    The parties have agreed that the Employment came to an end with effect from 31 July 2009 as a
result of Sims determining that it no longer required the functions, duties and
responsibilities then performed by the Executive to be performed by anyone.E.
    
    The Executive made claims against Sims arising out of the Termination, including claims that
Sims had breached the Second Contract.F.
    
    Sims rejected the claims made by the Executive.G.
    
    Sims and the Executive have agreed to:
 (a)
    
    the termination of the Employment on the Termination Date;
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(b)
    
    the Termination Entitlements to be paid or provided by Sims to the Executive as
set out in Schedule 1;(c)
    
    a release of all Claims that the Executive may have against Sims; and(d)
    
    a restraint on competition with Sims,
 on the terms set out in this deed.
 Operative Parts
 1.
    
    Defined terms and interpretation1.1
    
    Defined termsThe following definitions apply unless the context requires otherwise.Business Daymeans:
 (a)
    
    for the purpose of sending or receiving a notice, a day which is not a
Saturday, Sunday, a bank holiday or a public holiday in the city where the notice is
received; and(b)
    
    for all other purposes, a day which is not a Saturday, Sunday, a bank holiday
or a public holiday in Sydney.
 Business Hoursmeans from 9.00am to 5.00pm on a Business Day.Claimmeans any right, entitlement, charge, action, suit, proceeding, verdict, judgment,
damage, loss, penalty, fine, interest, cost, expense, liability, claim, demand or cause of
action (whether based in contract, tort, statute or equity) and whether or not prospective
or contingent, present or future, fixed or unascertained, actual or contingent, known or
unknown.Confidential Informationhas the meaning given it in the First Contract.Corporations Actmeans the Corporations Act 2001 (Cth).Detailsmeans, in relation to a party, the details for that party set out in this deed.Employmentmeans the Executives employment with Sims pursuant to the Second Contract.First Contractmeans the contract of employment dated 28 February 2002 between the Executive
and Simsmetal Limited (ACN 008 634 526) (now Sims Group Australia Holdings Limited (ACN 008
634 526)).Noticehas the meaning given in clause 14.1.Related Body Corporatehas the meaning given to it in the Corporations Act.
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Restraint Areameans any country in the world where any member of the Sims Group conducts
any business (whether now or in the future).Restraint Periodmeans the period commencing from the Termination Date and concluding on 31
October 2009.Second Contractmeans the contract of employment dated 5 September 2005 between the
Executive and Sims, incorporating certain provisions from the First Contract, and as varied
by the letter from Sims to the Executive dated 24 September 2007.Sims Groupmeans
 (a)
    
    Sims;(b)
    
    any Related Body Corporate of Sims;(c)
    
    any entity that controls, is controlled by or is under common control with,
Sims; and(d)
    
    any other entity that is connected with Sims or any other member of the Sims
Group by a common interest in an economic enterprise including, without limitation, a
partner or another member of a joint venture.
 Terminationmeans the termination of the Employment with effect from the Termination Date.Termination Datemeans 31 July 2009.Termination Entitlementsmeans the payments and entitlements set out in Schedule 1 to be
paid or provided to the Executive or as the Executive otherwise directs in writing.1.2
    
    InterpretationIn this deed, except where the context otherwise requires:
 (a)
    
    the singular includes the plural and vice versa and a gender includes other
genders;(b)
    
    other grammatical forms of a defined word or expression have a corresponding
meaning;(c)
    
    a reference to a clause, paragraph, schedule or annexure is to a clause or
paragraph of or schedule or annexure to this deed and a reference to this deed includes
any schedule and annexure;(d)
    
    a reference to a document or agreement, includes the document or agreement as
novated, altered, supplemented or replaced from time to time;(e)
    
    a reference to A$, $A, dollar or $ is to Australian currency;
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(f)
    
    a reference to time is to Sydney time;(g)
    
    a reference to a year (other than a financial year) or a month means a calendar
year or calendar month respectively;(h)
    
    a reference to a party is to a party to this deed, and a reference to a party
to a document includes the partys executors, administrators, successors and permitted
assigns and substitutes;(i)
    
    a reference to a person includes a natural person, partnership, firm, body
corporate, trust, joint venture, association, governmental or local authority or agency
or other entity;(j)
    
    a reference to a statute, ordinance, code or other law includes regulations and
other instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;(k)
    
    any authorities, associations, bodies and entities whether statutory or
otherwise will, in the event of such authority, association, body or entity ceasing to
exist or being reconstituted, replaced or the powers or functions thereof being
transferred to or taken over by any other authority, association, body or entity, be
deemed to refer respectively to the authority, association, body or entity established,
constituted or substituted in lieu thereof which exercises substantially the same
powers or functions;(l)
    
    the meaning of general words is not limited by specific examples introduced by
including, for example or similar expressions;(m)
    
    any agreement, representation, warranty or indemnity by two or more parties
(including where two or more persons are included in the same defined term) binds them
jointly and severally;(n)
    
    any agreement, representation, warranty or indemnity in favour of two or more
parties (including where two or more persons are included in the same defined term) is
for the benefit of them jointly and severally;(o)
    
    a rule of construction does not apply to the disadvantage of a party because
the party was responsible for the preparation of this deed or any part of it; and(p)
    
    if a day on or by which an obligation must be performed or an event must occur
is not a Business Day, the obligation must be performed or the event must occur on or
by the next Business Day.
 1.3
    
    HeadingsHeadings are for ease of reference only and do not affect interpretation.
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2.
    
    Termination of Employment2.1
    
    Termination DateThe Employment terminated on the Termination Date.2.2
    
    RedundancyThe parties acknowledge that the
Employment terminated by reason
of the redundancy of the
Executives position on the
Termination Date.2.3
    
    SurvivalSubject to the terms of this deed, the obligations of the Executive under the following
provisions of the First Contract will continue to apply after the Termination:
 (a)
    
    clause 13 (Confidential Information); and(b)
    
    clause 14 (assignment of intellectual property rights).
 3.
    
    Termination Entitlements
 (a)
    
    Sims agrees to pay or provide the Termination Entitlements on the date of this
deed, or as otherwise agreed between the parties, to the Executive as required under
the terms of this deed. Sims may withhold such amounts from the Termination
Entitlements as required by any taxation or superannuation laws.(b)
    
    The Termination Entitlements will be treated as having satisfied the conditions
for genuine redundancy for Australian taxation purposes.(c)
    
    The Executive agrees that:
 (i)
    
    the Termination Entitlements include the full amounts, benefits
and entitlements that the Sims Group owes the Executive, whether for salary,
wages, allowances, bonuses, incentives under any discretionary scheme, short
term incentives, long term incentives, equity based incentives, or other
remuneration, leave entitlements, payment in lieu of notice, severance pay, or
anything else connected with the Employment and the termination of the
Employment; and(ii)
    
    the Executive will not be entitled to any other amount or
benefit whatsoever in respect of the Employment or the termination of the
Employment except as expressly set out in this deed.
 4.
    
    Release4.1
    
    Satisfaction of rightsThe Executive agrees that this deed fully satisfies the rights that the Executive, and
anyone who claims through the Executive, has or may have against the Sims Group or
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any of its officers, employees, agents and professional advisers arising directly or
indirectly out of the matters recited, including the Employment and the Termination.
 4.2
    
    Executive ReleaseThe Executive hereby releases and forever discharges each member of the Sims Group and each
of its officers, employees, agents and professional advisers from all Claims arising
directly or indirectly out of the matters recited, including the Employment and the
Termination.5.
    
    Return of PropertyOn or before the date of this deed, and subject to the terms of this deed, the Executive
must return to Sims:
 (a)
    
    all property belonging to the Sims Group or its customers or clients
(including, without limitation, cards, keys, motor vehicles, equipment and materials)
that the Executive has, or can reasonably obtain; and(b)
    
    all material (in whatever form, including electronic form) that the Executive
has, or can reasonably obtain, that contains Confidential Information relating to the
business of the Sims Group or its organisation or affairs.
 6.
    
    Confidentiality and Continuing ObligationsThe Executive remains under an ongoing duty not to use or disclose any Confidential
Information belonging or relating to the Sims Group. The Executive continues to be bound,
and agrees to abide, by the Executives obligations set out in clause 13 and clause 14 of
the First Contract which continue after the Termination.7.
    
    Resignation from offices and Indemnity7.1
    
    ResignationBy the date of this deed, or such other date specified in writing by Sims, the Executive
must resign from all directorships, offices and positions that the Executive holds in the
Sims Group or in any external organisation in connection with the Employment.7.2
    
    AuthorityIf the Executive does not immediately resign from all such directorships, offices and
positions in accordance with this clause, the Executive authorises Sims (or any persons
authorised by Sims) to do all things and execute all documents necessary on behalf of the
Executive to give effect to these resignations.7.3
    
    IndemnityNotwithstanding the Termination, the Deed of Access, Indemnity and Insurance dated 8 June
2006 between the Executive and Sims will continue to apply in accordance with its terms.
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8.
    
    Restraint8.1
    
    Restrained ActivitiesIn consideration for the payments referred to in the Schedule 1 the Executive agrees that,
during the Restraint Period, the Executive must not anywhere in the Restraint Area:
 (a)
    
    engage or prepare to engage in any business activity which:
 (i)
    
    is the same or similar to that part or parts of the business
carried on by any member of the Sims Group; or(ii)
    
    is in competition with the business carried on by any member of
the Sims Group;
 (b)
    
    solicit, canvass, approach or accept any approach from any person who was, at
any time during the Executives last 12 months of employment with Sims, a customer of
Sims, with a view to obtaining the custom of that person in a business that is the same
or similar to the business conducted by Sims or is in competition with the business
conducted by Sims;(c)
    
    interfere with the relationship between Sims and its customers, employees or
suppliers; or(d)
    
    induce or assist in the inducement of any employee of any member of the Sims
Group to leave their employment.
 8.2
    
    Meaning of engage inThe term engage in in clause 8.1 means to participate, assist or otherwise be directly or
indirectly involved as a member, person with a substantial holding (as defined in the
Corporations Act), director, consultant, adviser, contractor, principal, agent, manager,
employee, beneficiary, partner, associate, trustee or financier.8.3
    
    Restraint is reasonableThe Executive agrees that the restraint in clause 8.1 is in the circumstances reasonable and
necessary to protect the legitimate interests of Sims.9.
    
    Confidentiality of Deed9.1
    
    No disclosureEach party must not disclose the terms or content of this deed or any discussions and
correspondence relating to the negotiation of this deed, unless the other party first agrees
in writing.
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9.2
    
    ExceptionsClause 9.1 does not prevent a party from disclosing information to the partys lawyer or
accountant, where the law requires that the information must be disclosed or to enforce this
deed.10.
    
    Public Statements10.1
    
    The parties agree that Sims will issue an announcement regarding the Employment and the
Termination in the terms set out in Schedule 2.10.2
    
    Prior to making any further public statement regarding the Employment, the Termination, or
the Termination Entitlements,(not including in any annual or remuneration report), Sims must
first consult with the Executive about the reasons for and proposed terms of the public
announcement and give the Executive a reasonable opportunity to discuss with Sims any
suggested amendments to the proposed public announcement.11.
    
    AcknowledgementsBothe parties acknowledge and agree that:
 (a)
    
    they have obtained legal advice about this deed; and(b)
    
    the terms of this deed are fair and reasonable.
 12.
    
    Benefit of DeedSims has the benefit of this deed for itself and also in trust for each member of the Sims
Group and each of its officers, employees, agents and professional advisers any of whom may
independently enforce it against the Executive.13.
    
    BarEach member of the Sims Group and each of its officers, employees, agents and professional
advisers may use this deed, including as a bar, against the Executive in any court or other
proceedings brought by the Executive or anyone who claims through the Executive.The Executive may use this deed, including as a bar, against Sims in any court or other
proceedings bought by Sims or anyone who claims through Sims.14.
    
    Notices14.1
    
    Service of noticesA notice, demand, consent, approval or communication under this deed (Notice):
 (a)
    
    must be in writing and in English directed to the recipients address for
notices specified in the Details (as varied by any Notice);
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(b)
    
    must be hand delivered, left at or sent by prepaid post or facsimile to the
recipients address for notices specified in the Details (as varied by any Notice); and(c)
    
    may be given by an agent of the sender.
 14.2
    
    Effective on receiptA Notice given in accordance with clause 14.1 takes effect when received (or at a later time
specified in it), and is taken to be received:
 (a)
    
    if hand delivered or left at the recipients address, on delivery;(b)
    
    if sent by prepaid post, the third Business Day after the date of posting, or
the seventh Business Day after the date of posting if posted to or from outside
Australia); and(c)
    
    if sent by facsimile, when the senders facsimile system generates a message
confirming successful transmission of the entire Notice unless, within one Business Day
after the transmission, the recipient informs the sender that it has not received the
entire Notice,
 but if the delivery or transmission under paragraph (a) or (c) is outside Business Hours,
the Notice is taken to be received at the commencement of Business Hours after that
delivery, receipt or transmission.14.3
    
    Process serviceAny process or other document relating to litigation, administrative or arbitral proceedings
in relation to this deed may be served by any method contemplated by this clause in addition
to any means authorised by law.15.
    
    General15.1
    
    AlterationsThis deed may be altered only in writing signed by each party.15.2
    
    Approvals and consentsExcept where this deed expressly states otherwise, a party may, in its discretion, give
conditionally or unconditionally or withhold any approval or consent under this deed.15.3
    
    AssignmentA party may only assign this deed or a right under this deed with the prior written consent
of each other party.
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15.4
    
    CounterpartsThis deed may be executed in counterparts. All executed counterparts constitute one
document. This deed may be executed by either of the parties by duly executing a
counterpart and forwarding a copy of the signed counterpart to the other party.15.5
    
    CostsSims shall bear its own costs in relation to, and associated with, this deed and giving
effect to the deed. Any stamp duty assessed on this deed will be paid by Sims.Sims shall bear the Executives costs in relation to and associated with the Employment, the
Termination, this deed and giving effect to this deed, to a maximum amount of A$12,000
(excluding GST). Sims obligations under this clause are in addition to Sims previous
agreements to pay invoices rendered by Clayton Utz to the Executive dated 31 March 2009 and
30 June 2009.15.6
    
    No mergerExcept where this deed expressly states otherwise, the rights and obligations of the parties
under this deed do not merge on completion of any transaction contemplated by this deed.15.7
    
    Entire agreementThis deed constitutes the entire agreement between the parties in connection with its
subject matter and supersedes all previous agreements or understandings between the parties
in connection with its subject matter.15.8
    
    Further actionEach party must do, at its own expense, everything reasonably necessary to give full effect
to this deed and the transactions contemplated by it (including executing documents) and to
use all reasonable endeavours to cause relevant third parties to do likewise.15.9
    
    SeverabilityIf the whole or any part of a provision of this deed is invalid or unenforceable in a
jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as
to be valid and enforceable. If however, the whole or any part of a provision of this deed
is not capable of being read down, it is severed to the extent of the invalidity or
unenforceability without affecting the remaining provisions of this deed or affecting the
validity or enforceability of that provision in any other jurisdiction.15.10
    
    Enforcement of indemnitiesIt is not necessary for a party to incur expense or make payment before enforcing a right of
indemnity conferred by this deed.
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15.11
    
    SurvivalAny indemnity or obligation of confidentiality in this deed is independent and survives
termination of this deed. Any other term which by its nature is intended to survive
termination of this deed survives termination of this deed.15.12
    
    AttorneysEach person who executed this deed on behalf of a party declares that he or she has no
notice of the revocation or suspension by the grantor or in any other manner of the power of
attorney under the authority of which he or she executes this deed.15.13
    
    WaiverA party does not waive a right, power or remedy if it fails to exercise or delays in
exercising the right, power or remedy. A single or partial exercise by a party of a right,
power or remedy does not prevent another or further exercise of that or another right, power
or remedy. A waiver of a right, power or remedy must be in writing and signed by the party
giving the waiver.15.14
    
    RelationshipExcept where this deed expressly states otherwise, this deed does not create a relationship
of employment, trust, agency or partnership between the parties.15.15
    
    Remedies cumulativeThe rights provided in this deed are cumulative with and not exclusive of the rights, powers
or remedies provided by law independently of this deed.15.16
    
    Governing lawThis deed will be governed by and construed in accordance with the law for the time being in
force in New South Wales and the parties, by entering into this deed, are deemed to have
submitted to the non-exclusive jurisdiction of the courts of that State.15.17
    
    Exercise of rightsA party may exercise a right, at its discretion and separately or concurrently with another
right.
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Schedule 1  Termination Entitlements
 Entitlement
    
    AmountEntitlement to
remuneration
package up to 31
July 2009 including
accruing of annual
leave and long
service leave to
that date
    
    Pro-rata entitlement to A$1,551,000 pa (constant
through to 31 July 2009). Any outstanding amounts will
be paid on the date of this deed or as otherwise
agreed.Salary agreed to be
paid for the period
1 August 2009  31
October 2009
    
    A$336,821. This amount will be paid on the date of this
deed or as otherwise agreed.STI for fiscal 2009
    
    75% of Package  guaranteed bridge proposal =
A$1,163,000. This amount will be paid on the date of
this deed or as otherwise agreed.Redundancy payment
in lieu of notice
for 12 months
    
    A$1,551,200. This amount will be paid on the date of
this deed or as otherwise agreed.Accrued holiday pay
and long service
leave
    
    Annual leave entitlement at 31 October 2009 is A$575,000
Long service leave entitlement at 31 October 2009 is
A$459,000These amounts will be paid on the date of this deed or
as otherwise agreed.STI for fiscal 2010
    
    Pro rata basis (ie up to and including 31 October 2009)
on 75% of Package (A$1.551m equal to A$387,000),
payable on the date of this deed or as otherwise
agreed.Tranche E of the
Retention Incentive
dated 31 October
2005
    
    A$700,000. This amount will be paid on the date of
this deed or as otherwise agreed.Tranche 2 of the
F2008 LTI Plan
    
    Sims will pay the Executive A$1,273,000 in full
satisfaction of the Executives expected entitlement to
performance rights under Tranche 2 of the F2008 LTI
Plan as outlined in the invitation letter of 25
September 2007. This amount will be paid on the date
of this deed or as otherwise agreed.Tranche 3 of the
F2008 LTI Plan
    
    Termination will qualify as a Qualifying Cessation
and the Executives unvested performance rights will
not immediately lapse and will be retained and tested
for satisfaction of vesting conditions at the end of
the Performance Period. Sims must make available to
the Executive any material, including any external
advice obtained by Sims, relied upon when testing for
satisfaction of vesting conditions.
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The Executives maximum entitlement as per the
invitation letter of 25 September 2007 subject to the
terms of the F2008 LTI Plan, is:44,218 performance rights based on TSR hurdle F08-F10,29,746 performance rights based on EPS hurdle F08-F10, and29,746 performance rights based on SRS EBITDA F08-F10.Directors may determine (prior to vesting) to pay the
entitlement in cash if and when vested rather than
issue shares.No retesting will be allowed.Options  Tranches
1, 2 and 3 of the
F2009 LTI Plan
    
    The Termination will qualify as a Qualifying
Cessation and the Executives unvested options will
not immediately lapse and will vest in accordance with
the Vesting Schedule outlined in the invitation letter
of 24 November 2008. Sims agrees that it will not
exercise its discretion to satisfy the Executives
vested options by way of cash payment and that any
vested options may be exercised by the Executive up to
5.00pm on the Expiry date in accordance with the
invitation letter of 24 November 2008.
The Executives maximum entitlement as per the
invitation letter of 24 November 2008 subject to the
terms of the F2009 LTI Plan, is:45,145 options ex $13.11 vest 1 Sept 09,45,145 options ex $13.11 vest 1 Sept 10, and45,145 options ex $13.11 vest 1 Sept 11.Performance rights
under the F2009 LTI
Plan
    
    The Termination will qualify as a Qualifying
Cessation and the Executives unvested performance
rights will not immediately lapse and will be retained
and tested for satisfaction of vesting conditions at
the end of the First Performance Period (as defined in
the invitation letter of 24 November 2008). Sims must
make available to the Executive any material, including
any external advice obtained by Sims, relied upon when
testing for satisfaction of vesting conditions.

The Executives maximum entitlement as per the
invitation letter of 24 November 2008 subject to the
terms of the F2009 LTI Plan, is:44,440 performance rights based on TSR hurdle F09-F11Directors may determine (prior to vesting) to pay the
entitlement in cash if and when vested rather than
issue shares.No retesting will be allowed.
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Superannuation
    
    Sims must make such contribution to the Sims Defined
Benefit Plan as may be necessary to ensure that the
Executives superannuation benefit under that Plan is
equal to the benefit the Executive would have received
if the Executive had remained in Sims employ until 31
October 2010 in accordance with the terms of the Second
Contract. This payment, which the parties agree to be
A$467,436, will be made on the date of this deed or as
otherwise agreed.On the date of this deed, Sims will request the trustee
of the Sims Defined Benefit Plan to liaise with the
Executive to ascertain from him how he wishes the
amount due to be paid.Subject to the terms of the indemnity given by the
Executive in favour of Sims, Sims will ensure that Sims
Metal Management Asia Limited remains the trustee of
the Sutcliffe Superannuation Fund (established while
the Executive was employed as the Chief Executive
Officer of Simsmetal UK Holdings Ltd) until 31 October
2010.Other Benefits
    
    Sims agrees that the Executive may retain New South
Wales motor vehicle registration number AS 999.Sims will continue to provide motor vehicle insurance
in respect of the Executives motor vehicles (Rego AXS
35B, AS999 and BHG 42A), in accordance with the terms
and conditions pursuant to which such insurance was
provided by Sims immediately prior to the Termination,
until 31 October 2009.Sims agrees that the Executive may purchase, at book
value, the laptop, printer and blackberry used by the
Executive immediately prior to the Termination, subject
to deletion of all Sims confidential information from
the hard drive.Sims agrees to continue to provide IT support to the
Executive until 31 October 2009.
Sims agrees that the Executive may retain and use for
personal purposes the Executives @simsmm.com email
address until 31 October 2009.Sims agrees that in the period 1 November 2009 until 31
October 2010, it will automatically forward personal
emails addressed to the Executive at the Executives
@simsmm.com, @sims-group and @au.sims-group.com
email addresses to the Executive at such email address
as the Executive may nominate in writing from time to
time and send an automatic reply to the sender of any
such email advising the sender of the Executives
nominated email address.
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Schedule 2  Announcement
       16




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Executedas a deedExecutedby Sims Metal Management Limited
    
    )(ABN 69 114 838 630)in
    
    )accordance with Section 127 of the
    
    )Corporations Act 2001 (Cth)Signature of authorised person
    
    
    
    Signature of authorised personDirector
    
    
    
    SecretaryOffice held
    
    
    
    Office heldPaul Varello
    
    
    
    Frank MorattiName of authorised person
    
    
    
    Name of authorised person(BLOCK LETTERS)
    
    
    
    (BLOCK LETTERS)Signed, Sealedand Deliveredby Jeremy Sutcliffe
    
    )in the presence of:
    
    ))
    
    Jeremy SutcliffeSignature of WitnessName of Witness(BLOCK LETTERS)
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