Form 604

Corporations Law

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme Reed Resources

ACN/ARSN

1. Details of substantial holder (1)

Name M&G Investment Management Limited

M&G Limited M&G Group Limited Prudential plc


ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on
The previous notice was given to the company on

09 July 2014 02 July 2014

The previous notice was dated 02 July 2014

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest
(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Security (4)

Previous Notice

Present Notice

Class of Security (4)

Person's votes

Voting Power (5)

Person's votes

Voting Power (5)

Ordinary NPV

62,765,054

11.99%

33,952,971

6.48%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change

Person whose relevant interest changed

Nature of change (6)

Consideration given in relation to change (7)

Class and number of securities affected

Person's votes affected

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

PLEASE SEE ANNEX 1 (Below)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

PLEASE SEE ANNEX 1 (Below)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

4. Present relevant interests


Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder

Nature of relevant interest

Class and number of securities

M&G Investment Management Limited, M&G Limited,

M&G Group Limited, Prudential plc

Chase

Nominees Ltd

Chase

Nominees Ltd

Power to dispose of, or control the exercise of a power to

dispose of, the securities

33,952,971

Freehills Melbourne ASIC0060303811236

5. Changes in association

The persons who have been associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and CAN/ARSN (if applicable)

Nature of association

6. Addresses

The addresses of persons named in this form are as follows:
Name Address

M&G Investment Management

Limited

Laurence Pountney Hill, London EC4R 0HH, England

M&G Limited

Laurence Pountney Hill, London EC4R 0HH, England

M&G Group Limited

Laurence Pountney Hill, London EC4R 0HH, England

Prudential plc

Laurence Pountney Hill, London EC4R 0HH, England

Chase Nominees Ltd

125 London Wall, London EC2Y 5AJ, England

n n n n n n n n n n n n n n n n n

Signature

print name Owen Smith capacity Notifiables Administrator sign here Owen Smith date 10 July 2014

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Law.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out
the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Law.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
Freehills Melbourne ASIC0060303811236

Annex 1: Transactions - 02 July 2014 - 09 July 2014

Holder of relevant interest

Date of disposal

Consideration (9)

Class and number of securities

Cash

Non-cash

Ord NPV

M&G Investment Management Limited M&G Limited

M&G Group Limited

Prudential plc

(Chase Nominees Ltd - VANG )

02-Jul-14

03-Jul-14

04-Jul-14

07-Jul-14

09-Jul-14

-11,600

-13,487

-17,890

-5,815

-529,102

-581,000

-675,500

-896,000

-291,250

-26,368,333

Freehills Melbourne ASIC0060303811236

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