NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 (Company) will be held at the Celtic Club, 48 Ord Street, West Perth, on Thursday, 29 November 2012 at 3:00pm Western Standard Time for the purpose of transacting the following business.

An Explanatory Statement and Proxy Form accompany, and form part of, this Notice. Information relevant to the proposed resolutions set out below, including information required by the ASX Listing Rules and the Corporations Act 2001 (Cth), can be found in the Explanatory Statement.

BUSINESS

1. Annual Report for year ended 30 June 2012


To receive the Annual Report of the Company for the period ended 30 June 2012 which includes the Financial Report of the Company, the Directors' Report, the Remuneration Report and the Report of the Auditor, Deloitte. During the consideration of these items, shareholders are invited to ask questions or make comments on:

• the Financial Report of the Company for the period ended 30 June 2012;

• the Directors' Report in relation to that period; and

• the Report of the Auditor on the Financial Report.

A representative of the Company's Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor's Report in accordance with the terms of section 250T of the Corporations Act.

2. Re-election of Luke Tonkin and Chris Reed as Directors


To consider and, if thought fit, to pass, respectively as separate and independent ordinary resolutions each of the following:

Resolution 1

"THAT Luke Tonkin, who was appointed as a Director on 14 May 2012 and in accordance with Article 11.12 of the Company's Constitution holds office until this Annual General Meeting, and who is eligible and offers himself for re-election, be re- elected as a Director of the Company."

Resolution 2

"THAT Christopher John Reed, who will retire as a Director by rotation in accordance with Articles 11.3 and 11.5 of the Company's Constitution, and who is eligible for re- election as a Director in accordance with Article 11.4 of the Company's Constitution

and offers himself for re-election, be re-elected as a Director of the Company."

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3. Adoption of Remuneration Report


To consider and, if thought fit, to pass the following as a non-binding resolution:

Resolution 3

"THAT for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) the

Remuneration Report for the year ended 30 June 2012 be adopted."


The Remuneration Report is set out in the 2012 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only, and does not bind the Directors or the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3:

(a) by or on behalf of a member of the KMP as disclosed in the Remuneration Report;

(b) by or on behalf of a Closely Related Party (such as close family members and any controlled companies) of a member of the KMP; or

(c) as a proxy by a member of the KMP or a Closely Related Party,

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

4. Ratification of Share Placement


To consider and, if thought fit, to pass the following as an ordinary resolution:

Resolution 4

"THAT for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue by the Company of 44,444,445 fully paid ordinary shares in the capital of the Company at an issue price of $0.18 per share to sophisticated and professional investors under a share placement, as more fully described in the Explanatory Statement, be ratified and approved."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by:

(a) any person who participated in the share placement; and

(b) any of their associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Other Business


In compliance with section 250S(1) of the Corporations Act 2001 (Cth) the shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the meeting.

BY ORDER OF THE BOARD Darren Wates

Company Secretary

Date: 25 October 2012

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EXPLANATORY STATEMENT

THIS EXPLANATORY STATEMENT accompanies and forms part of the Notice convening the 2012

Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 (Company) to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia, on Thursday, 29 November

2012 at 3:00pm Western Standard Time.

This Explanatory Statement is to provide shareholders with explanatory notes and information relevant to the Annual General Meeting and its business. It comprises of a Part A and a Part B. This Explanatory Statement should be read in conjunction with the accompanying Notice.

PART A: VOTING

1. Definitions


In this Notice and Explanatory Statement:

AASB means the Australian Accounting Standards Board.

Annual General Meeting means the annual general meeting notified to the shareholders by the

Notice.

ASX means ASX Limited, or the Australian Securities Exchange, as the context requires.

Board means the board of Directors of the Company.

Closely Related Party has the meaning given in section 9 of the Corporations Act, and includes close family members and any controlled companies of a member of the KMP.

Company means Reed Resources Ltd ABN 89 099 116 631. Constitution means the constitution of the Company. Corporations Act means Corporations Act 2001 (Cth). Director means a director of the Company.

Explanatory Statement means this explanatory statement incorporated in this Notice.

Key Management Personnel or KMP means the Company's key management personnel as defined in AASB Standard 124.

Listing Rules means the Listing Rules from time to time of the ASX.

Notice means the notice of annual general meeting incorporating this Explanatory Statement.

2. Required Majority


(a) In accordance with the Corporations Act, for the resolutions to be effective:
(i) the resolutions must be passed at a meeting of which not less than 28 days' written notice specifying the intention to propose the resolutions has been given (satisfied by this Notice); and
(ii) in the case of ordinary resolutions, must be passed by more than 50% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative); and
(iii) in the case of special resolutions, must be passed by not less than 75% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

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(b) On a show of hands every shareholder has one vote and, on a poll, every shareholder has one vote for each share held.

3. Entitlement to Vote


The Company has determined that, for the purposes of the Corporations Act, the persons eligible to attend and vote at the Annual General Meeting are those persons who are registered shareholders of the Company at 4:00pm Western Standard Time on Tuesday, 27 November
2012.

4. Proxies


(a) Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
(b) A proxy need not be a shareholder of the Company.
(c) The proxy form sent with this Notice should be used for this Annual General Meeting. (d) Each shareholder who is entitled to cast 2 or more votes at this Annual General
Meeting may appoint up to 2 persons to act as proxies and may specify the proportion
or number of votes that each proxy is entitled to exercise. If a shareholder does not specify the proportion or number of that shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that shareholder's votes. An additional proxy form will be supplied by the Company on request. No shareholder may appoint more than 2 proxies.
(e) In the case of a shareholder who is an individual, a proxy form must be executed under the hand of the individual or his or her attorney duly authorised in writing and, in the case of a member that is a corporation, a proxy form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.
(f) Any shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or certified copy thereof must be received by the Company as specified in paragraph (k).
(g) Any corporation which is a shareholder of the Company may appoint a representative
to attend and vote for that corporation at the Annual General Meeting. Appointments of representatives by corporations must be received by the Company as specified in paragraph (k) or handed in at the Annual General Meeting when registering as a company representative.
(h) Any directed proxies that are not voted on a poll at the Annual General Meeting by a shareholder's appointed proxy will automatically default to the Chairman of the Annual General Meeting, who is required to vote proxies as directed on a poll.
(i) Members of the KMP (which includes each of the Directors) will not be able to vote as proxy on Resolution 3 unless the shareholder tells them how to vote or, in the case of the Chairman of the Annual General Meeting, unless the shareholder expressly authorises him to do so. If a shareholder intends to appoint a member of the KMP
(other than the Chairman) as their proxy, the shareholder should ensure that they direct the member of the KMP how to vote on Resolution 3.
(j) If a shareholder intends to appoint the Chairman of the Annual General Meeting as their proxy for Resolution 3, shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 3 (for example, if the shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a shareholder does not direct the Chairman how to vote, then by submitting the proxy form, the shareholder will be

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expressly authorising the Chairman to exercise the proxy in respect of Resolution 3 even though it is connected to the remuneration of members of the KMP.
(k) Proxy forms (including any instruments under which they have been executed) and powers of attorney granted by shareholders must be received by the Company by
3:00pm Western Standard Time on Tuesday, 27 November 2012:

At the Company's registered office:

(i) by hand delivery to the registered office - Level 1, 672 Murray Street, West
Perth, Western Australia;
(ii) by post to the registered office - Locked Bag 8, West Perth WA 6872; or
(iii) by facsimile to the registered office - facsimile number +61 8 9321 0556; or

At the Company's share registry:

(iv) by post to the share registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001; or
(v) by facsimile to the share registry - 1800 783 447 (within Australia) or +61 3
9473 2555 (outside Australia); or

Online

Alternatively, shareholders can register their proxy voting instructions online at www.investorvote.com.auby 3:00pm Western Standard Time on Tuesday, 27
November 2012. Please refer to the enclosed proxy form for more information about
submitting proxy voting instructions online.
Custodians and nominees are able to vote online at www.intermediaryonline.com.

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PART B: EXPLANATORY NOTES

5. Re-election of Directors

Resolution 1 - Re-election of Luke Tonkin

Under Article 11.11 of the Company's Constitution, the Directors may at any time appoint a person as an additional Director. Under Article 11.12, that person holds office until the next annual general meeting and is then eligible for re-election. Luke Tonkin was appointed as a Director on 14 May 2012, and now offers himself for re-election.

Resolution 2 - Re-election of Christopher Reed

It is a requirement under Article 11.3 of the Company's Constitution that at the annual general meeting in every year one third of the Directors retire from office. Under Article 11.5, the Directors to retire are those who have been longest in office since their last election. Accordingly, Christopher Reed and Peter Collins will retire at the Annual General Meeting in accordance with this requirement. Christopher Reed offers himself for re-election.
Information in respect of Luke Tonkin and Christopher Reed is set out below:

Luke Tonkin

Mr Tonkin was appointed as a director on 14 May 2012, and is the Managing Director and Chief
Executive Officer of the Company.
A mining engineer, Mr Tonkin has extensive experience within the resource industry with a range of commodities including gold, nickel, tantalum, tin, lithium and iron ore. Prior to joining the Company, Mr Tonkin was Managing director of Mount Gibson Iron Ltd and has held senior management roles with some of Australia's largest mining operations including WMC's Kambalda Nickel operations, St Ives Gold operations, Leinster Nickel operations and Sons of Gwalia. Mr Tonkin has extensive experience with implementing large-scale investment, divestment, transition and integration strategies
Mr Tonkin holds a Bachelor of Engineering from the West Australian School of Mines and is a member of AusIMM and the Australian Institute of Company Directors.

Christopher Reed

Mr Reed was a founding director of the Company having been appointed on 20 December
2001. He is an Executive Director and was the Managing Director and Chief Executive Officer of the Company prior to Mr Tonkin's appointment.
Mr Reed is an accountant with over 20 years of experience in the resource industry including more than 10 years in corporate administration and management. Mr Reed is the current serving Vice-president of the Association of Mining and Exploration Companies.
Mr Reed holds a Bachelor of Commerce from the University of Notre Dame and a Graduate Certificate in Mineral Economics from the WA School of Mines. He is a member of the AusIMM and CPA Australia.

Recommendation of Directors

The Directors, after considering the recommendations of the Nomination and Remuneration Committee, recommend that shareholders vote in favour of Resolutions 1 and 2. Neither Luke Tonkin nor Christopher Reed make any recommendation in relation to their own re-election.
The Chairman intends to vote all available proxies in favour of Resolutions 1 and 2.

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6. Adoption of Remuneration Report

Resolution 3 - Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2012 is set out in the 2012
Annual Report.
The Remuneration Report sets out the Company's remuneration arrangements for all Directors and certain other executives.
Section 250R(2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Pursuant to section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Directors take the discussion at the meeting and the outcome of the vote into account when considering the Company's remuneration practices.
Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to shareholders at the Annual General Meeting to ask questions about, or make comments on, the Remuneration Report.
If at least 25% of the votes cast on Resolution 3 are voted against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company's Directors (other than the Managing Director) would go up for re-election.
The Directors encourage all shareholders to vote on Resolution 3.
The Chairman intends to vote all available proxies in favour of Resolution 3.

7. Ratification of Share Placement

Resolution 4 - Ratification of Share Placement

Background

On 22 October 2012, the Company announced a placement of 44,444,445 million ordinary shares at $0.18 per share to raise $8 million before costs.

Approval sought

ASX Listing Rule 7.1 provides that, without the approval of shareholders, the Company must not issue or agree to issue equity securities if those securities, when aggregated with the securities issued by the Company without approval and which were not subject to an exemption during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period (subject to certain rules and exemptions).
The issue and allotment of shares outlined in Resolution 4 does not exceed the 15% limit. However, ASX Listing Rules 7.1 and 7.4 provide that, where a company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with
approval for the purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities in the following 12 months without exceeding the 15% limit.
Shareholder approval is sought in Resolution 4 so as to refresh the Company's 15% limit under
ASX Listing Rule 7.1.

Information required by Listing Rule 7.5

As required by ASX Listing Rule 7.5, the following further information is provided in relation to
Resolution 4:

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(a) Number of securities issued - 44,444,445 ordinary shares.
(b) Price at which the securities were issued - $0.18 per ordinary share.
(c) Terms of the securities - The issued shares are fully paid ordinary shares on the same terms as existing fully paid ordinary shares on issue and ranking equally in all respects with the existing fully paid ordinary shares on issue.
(d) Names of allottees or basis on which the allottees were determined - The shares were issued to selected institutional and sophisticated investors who satisfied the requirements of section 708(8) and/or section 708(11) of the Corporations Act, and the placement was facilitated by Azure Capital Limited. None of the allottees are related parties of the Company.
(e) Use or intended use of the funds raised - the funds raised are to be used for general group working capital requirements and the advancement of the Company's Meekatharra Gold Project.

Recommendation of Board

The Directors recommend that shareholders vote in favour of Resolution 4 to ratify the share placement described above.
The Chairman intends to vote all available proxies in favour of Resolution 4.

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ABN 89 099 116 631

T 000001 000 RDR MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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