NEOMETALS LTD — AGM Information 2003

Sep 25, 2003

706 Murray Street West Perth WA 6005 Tel: +61 8 9322 1182 Fax: $+ 61893210556$

Dear Shareholder.

ANNUAL GENERAL MEETING

On behalf of the Board of Reed Resources Ltd (Company), it gives me pleasure to invite you to our Annual General Meeting (AGM) of Shareholders to be held at 11am on Wednesday 26 November 2003 at 101 St George's Terrace, Perth, Western Australia

The business of the AGM will be to receive the Annual Reports of the Company for the year ended 30 June 2003 which include the Directors' Report, the Financial Report and the Report of the Auditor. Shareholders will also be asked to vote on the reelection of Peter Lionel Fleury Collins as a Director of the Company.

Please find enclosed the following documents in relation to the AGM:

• $(a)$ Notice of AGM together with Explanatory Statement;
• $(b)$ Proxy Forms for AGM together with instructions; and
• $(c)$ Appointment of Corporate Representative for AGM.

If you are not able to attend the AGM in person, you are urged to complete and lodge the enclosed Proxy Form or Appointment of Corporate Representative (if a company).

Your Directors hope that you will be able to attend the AGM.

Yours sincerely

David John Reed EXECUTIVE CHAIRMAN

Date: 24 October 2003

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of members of Reed Resources Ltd ABN 89 099 116 631 (Company) will be held at 101 St George's Terrace. Perth. Western Australia on Wednesday 26 November 2003 at 11am for the purpose of transacting the following business.

The Explanatory Statement and the Proxy Form accompanying this Notice are incorporated in and comprise part of this Notice.

BUSINESS

$\mathbf{1}$ . Annual Report for year ended 30 June 2003

To receive the Annual Report of the Company for the period ended 30 June 2003 which includes the Financial Report of the Company, the Directors' Report and the Report of the Auditor, Deloitte Touche Tohmatsu. 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 2003;
• the Directors' Report in relation to that period; and
• the Report of the Auditor on the Financial Report.

Re-election of Peter Lionel Fleury Collins as Director $2.$

To consider and if thought fit to pass, with or without amendment, the following as an ordinary resolution:

"THAT Mr Peter Lionel Fleury Collins 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 who offers himself for re-election, be re-elected as a Director."

It is a requirement under Article 11.3 of the Company's Constitution that one-third of the Directors retire from office. The Directors to retire are those who have been longest in office. However, if any of the Directors are appointed on the same day those to retire must. unless otherwise agreed amongst the Directors, be determined by lot, in accordance with Article 11.5 of the Company's Constitution. It has been agreed amongst the Directors of the Company that Peter Lionel Fleury Collins will retire and he offers himself for re-election.

3. Other Business

In compliance with Section 250S(1) of the Corporations Act 2001 (Cth) the members 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

Christopher Reed Company Secretary Perth. Western Australia Date: 24 October 2003

EXPLANATORY STATEMENT

THIS EXPLANATORY STATEMENT accompanies and forms part of the Notice of Meeting convening the Annual General Meeting (AGM) of Shareholders of Reed Resources Ltd ABN 89 099 116 631 (Company) to be held at 101 St George's Terrace, Perth, Western Australia on Wednesday 26 November 2003 at 11am.

This Explanatory Statement is to provide the Company's Shareholders with explanatory notes and information. This Explanatory Statement should be read in conjunction with the accompanying Notice.

Definitions $\mathbf{1}$ .

Annual General Meeting means the annual general meeting notified to the Company Shareholders by the Notice. Business Day has the meaning ascribed to it in the Listing Rules. Company means Reed Resources Ltd (ABN 89 099 116 631). Company Shareholders means the shareholders of the Company. Corporations Act means Corporations Act 2001 (Cth). Director means a Director of the Company. 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

Voting and required majority $2.$

• $(a)$ In accordance with the Corporations Act for the resolutions to be effective:
• the resolutions must be passed at a meeting of which not less than 28 $(i)$ 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).
• On a show of hands every Shareholder has one vote, and on a poll, every $(b)$ Shareholder has one vote for each fully paid Share.

Notes 3.

• $(a)$ The Company has determined that, for the purposes of this Annual General Meeting, all shares in the Company shall be taken to be held by the person who held shares as registered shareholders at 11am on Monday 24 November 2003 (Effective Time).
• $(b)$ All holders of shares in the Company as at the Effective Time are entitled to attend and vote at this Annual General Meeting and may appoint a proxy to attend this Annual General Meeting and vote in that member's stead.
• $(c)$ A proxy need not be a member of the Company.
• The original proxy form sent with this Notice should be used for this Annual $(d)$ General Meeting.
• Each Shareholder who is entitled to cast 2 or more votes at this Annual $(e)$ General Meeting, may appoint 2 persons to act as proxies and may specify the proportion of 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 each proxy may exercise, then each proxy will be entitled to exercise half of the votes. An additional proxy form will be supplied by the Company on request.
• In the case of an individual, a proxy must be under the hand of the individual $(f)$ or his or her attorney duly authorised in writing and, in the case of a corporation, a proxy 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.
• Anv member may by power of attorney appoint an attorney to act on his or her $(q)$ behalf and such power of attorney or certified copy thereof must be received by the Company as specified in paragraph (i).
• $(h)$ Any corporation which is a member 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 (i) or handed in at the Annual General Meeting when registering as a company representative.
• In accordance with Article 10.34 of the Company's Constitution, proxies and $(i)$ powers of attorneys granted by Shareholders must be received by the Company by 11am on Monday 24 November 2003 at:
• $(i)$ The registered office of the Company - 706 Murray Street, West Perth, Western Australia; or
• By facsimile at the registered office of the Company facsimile number $(ii)$ (08) 9321 0556.

APPOINTMENT OF PROXY ANNUAL GENERAL MEETING

To assist you in exercising your right to vote your shares at the forthcoming Annual General Meeting of the Company to be held at 11am on Wednesday 26 November 2003, you may wish to appoint a person who is attending as your proxy.	TO APPOINT A PROXY, FOLLOW THE STEPS BELOW
Name of Shareholder	かいこうかん かかくしょく かかい クラム・バック にっぽん
	Insert here the name and address of shareholder.
Address
APPOINTS
Name of Proxy Address	Insert here the name and address of the person you wish to appoint as proxy. Shareholders cannot appoint. themselves.
	the state of the property of the property of the state of the state of the state of the state of the state of
or failing that person the Chairperson of the meeting;	Mark the box opposite if you wish to appoint only the Chairperson of the Meeting to act as your proxy.
0R THE CHAIRPERSON OF THE MEETING	If you plan to attend the Meeting your proxy's right to speak and vote for you will be suspended while you are present.
to vote in accordance with the directions on this form, at the Annual General Meeting of the Company and at any adjournment thereof. If the Chairperson holds the proxy and if no specific voting direction on the following page of this form is given: assuming that the Company Chairman chairs the meeting, his intention ٠ is to exercise the proxy in favour of each Resolution; it is acknowledged that the Chairperson may exercise the proxy even if ٠ he or she has an interest in the outcome of the Resolution and votes cast by him or her other than as proxy holder will be disregarded because of that interest.
SIGNATURE OF SHAREHOLDER(S)	SHAREHOLDER MUST SIGN HERE AND DATE
	HERE William Strategies and This proxy must be signed by the shareholder or by the
() Individual shareholder () Director (*) Sole Director and Sole Secretary	shareholder's attorney, or if a corporation, either under its common seal or by its authorised officers, or attorney who has not received any notice of revocation.
× . (*) Director/Secretary	If this proxy is signed by a person who is not the
IF A CORPORATION AFFIX COMMON SEAL (OPTIONAL)	registered shareholder, then the relevant authority must either have been exhibited previously with the Company. or be enclosed with this proxy.
Dates this 2003 day of
(*) Delete if not applicable
FOR YOUR VOTE TO. BE COUNTED, THIS FORM MUST BE RECEIVED NO YOUR VOTE LATER THAN THE IS TIME SHOWN ON THE REVERSE SIDE IMPORTANT	COMPLETE THE REVERSE SIDE IF YOU WISH TO SPECIFICALLY DIRECT YOUR PROXY HOW TO VOTE ON- EACH RESOLUTION OR IF YOU DO NOT WISH TO SO DIRECT YOUR PROXY HOW TO VOTE, MARK THIS BOX AND BY SO DOING DIRECT YOUR PROXY TO VOTE AS YOUR PROXY THINKS FIT. BY MARKING THIS BOX YOU ACKNOWLEDGE THAT THE CHAIRMAN MAY EXERCISE YOUR PROXY EVEN. IF HE HAS AN INTEREST IN THE OUTCOME OF THE RESOLUTION AND VOTES CAST BY HIM OTHER THAN AS PROXY HOLDER WILL BE DISREGARDED BECAUSE OF THAT INTEREST.

Proxy Notes:

• 1. A member entitled to attend and cast 2 or more votes at the meeting is entitled to appoint 2 proxies. If a member does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.
• 1. A proxy need not be a member of the Company.
• 1. Unless a member specifically directs the proxy how to vote on each Resolution, the proxy may vote as he or she thinks fit or abstain from voting. If the Chairperson is appointed and if no specific direction as to how to vote on each Resolution is given, and assuming that the Company Chairman chairs the meeting. his intention is to exercise the proxy in favour of each Resolution. It is acknowledged that the Chairperson may exercise the proxy even if he or she has an interest in the outcome of the Resolution and votes cast by him or her other than as proxy holder will be disregarded because of that interest.
• 1. In the case of an individual, a proxy must be under the hand of the individual or his or her attorney duly authorised in writing and, in the case of a corporation, a proxy must be under the common seal of that corporation, pursuant to Section 127 of the Corporations Act or under the hand of its duly authorised officer/s or attorney.
• To be valid, the form appointing the proxy and the power of attorney granted by members or 5. other authority (if any) must be lodged at the registered office of the Company as set out below.

	Your completed proxy must be received by 11am on Monday 24 November 2003:
(a)	The registered office of the Company - 706 Murray Street, West Perth, Western Australia; or	Deadline of Pro
(b)	By facsimile at the registered office of the Company - fax number (08) 9321 0556.

e for receipt xy forms

APPOINTMENT OF CORPORATE REPRESENTATIVE Pursuant to Section 250D of the Corporations Law

		(ACN/ARBN ______
Hereby Authorises
		(Insert name of appointee)
		(*)1. To act as the Company's representative at all meetings of: Reed Resources Ltd ABN 89 099 116 631
$(*)2.$	To act as the Company's Representative at the Annual General Meeting to be held at 11am Wednesday 26 November 2003 and any adjournment thereof.
		Dated this ___ day of _____	2003
	in the presence of:	Executed by the Shareholder in accordance with its Constitution
	(*) Director
		(*) Sole Director & Sole Secretary

Director/Secretary

Affix Common Seal here (optional)

(*) Delete if not applicable

This authority must be sent to the registered office of the Company, 706 Murray Street, West Perth, Western Australia or sent by facsimile to the Company, facsimile number (08) 9321 0556, by 11am on Monday 24 November 2003 as set out in the Notice of Meeting which this appointment accompanies or handed in at the Meeting when registering as a company representative. In any case, the authority will be retained by the Company.