Forte Energy NL
AIM : FTE

November 04, 2015 02:00 ET

Notice of AGM







                                              FORTE ENERGY NL
                                              ACN 009 087 852
                                     NOTICE OF ANNUAL GENERAL MEETING
                                                     
The annual general meeting of the Company will be held at Minespace, Level 1, 1292 Hay Street, West Perth,
                      Western Australia on Friday, 27 November 2015 at 10.30am (WST).
This Notice should be read in its entirety.  If Shareholders are in doubt as to how they should vote, they
    should seek advice from their accountant, solicitor or other professional adviser prior to voting.
 Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8
                                                 9322 4071
       Shareholders are urged to attend or vote by lodging the proxy form included with this Notice.

                                              FORTE ENERGY NL
                                              ACN 009 087 852
                                                     
                                     NOTICE OF ANNUAL GENERAL MEETING
                                                     
Notice is hereby given that the annual general meeting of shareholders of Forte Energy NL ("Company")  will
be  held at Minespace, Level 1, 1292 Hay Street, West Perth, Western Australia on Friday, 27 November  2015
at 10.30am (WST) ("Meeting").

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting.  The
Explanatory Memorandum and the Proxy Form form part of this Notice.

The  Directors  have determined pursuant to regulation 7.11.37 of the Corporations Regulations  2001  (Cth)
that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday,
25 November 2015 at 10.30am (WST).

Terms  and  abbreviations  used  in  this  Notice (including the Explanatory  Memorandum)  are  defined  in
Schedule 1.

                                                  AGENDA
                                                     
1.      ANNUAL REPORT
        
        To  consider  the  Annual  Report of the Company and its controlled entities  for  the  year  ended
        30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.
        
2.      RESOLUTION 1 - RE-ELECTION OF DAVID GRANNELL AS DIRECTOR
        
        To  consider and, if thought fit, to pass with or without amendment, as an ordinary resolution  the
        following:
        
        "That,  pursuant  to and in accordance with article 9.1(e) of the Constitution and  for  all  other
        purposes,  Mr David Grannell, Director, retires and being eligible, is re-elected as a Director  on
        the terms and conditions in the Explanatory Memorandum."
        
3.      RESOLUTION 2 - ISSUE OF OPTIONS TO DIRECTOR - GLENN FEATHERBY
        
        To  consider and, if thought fit, to pass with or without amendment, as an ordinary resolution  the
        following:
        
        "That  subject to the passing of Resolution 5, for the purposes of section 208 of the  Corporations
        Act  and for all other purposes, Shareholders approve the issue of 125,876,684 Options to Mr  Glenn
        Featherby (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."
        
        Voting Exclusion
        
        The  Company will disregard any votes cast on this Resolution by Mr Glenn Featherby and any of  his
        associates.
        
        The Company will 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
                     
        (a)     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.
                     
        In  accordance with section 250BD of the Corporations Act, a vote on this Resolution  must  not  be
        cast  by  a person appointed as a proxy, where that person is either a member of the Key Management
        Personnel or a Closely Related Party of such member.
        
        However,  a  vote may be cast by such person if the vote is not cast on behalf of a person  who  is
        otherwise excluded from voting, and
        
        (a)     the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
                     
        (b)     the person appointed as proxy is the Chairman and the appointment does not specify how  the
                Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the 
                Resolution is connected with the remuneration of a member of the Key Management Personnel.
                     
4.      RESOLUTION 3 - ISSUE OF OPTIONS TO DIRECTOR - DAVID GRANNELL
        
        To  consider and, if thought fit, to pass with or without amendment, as an ordinary resolution  the
        following:
        
        "That  subject to the passing of Resolution 5, for the purposes of section 208 of the  Corporations
        Act  and for all other purposes, Shareholders approve the issue of 127,728,751 Options to Mr  David
        Grannell (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."
        
        Voting Exclusion
        
        The  Company will disregard any votes cast on this Resolution by Mr David Grannell and any  of  his
        associates.
        
        The Company will 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.
                     
        In  accordance with section 250BD of the Corporations Act, a vote on this Resolution  must  not  be
        cast  by  a person appointed as a proxy, where that person is either a member of the Key Management
        Personnel or a Closely Related Party of such member.
        
        However,  a  vote may be cast by such person if the vote is not cast on behalf of a person  who  is
        otherwise excluded from voting, and
        
        (a)     the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
                     
        (b)     the person appointed as proxy is the Chairman and the appointment does not specify how  the
                Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the 
                Resolution is connected with the remuneration of a member of the Key Management Personnel.
                     
5.      RESOLUTION 4 - ISSUE OF OPTIONS TO FORMER DIRECTOR - JAMES LEAHY
        
        To  consider and, if thought fit, to pass with or without amendment, as an ordinary resolution  the
        following:
        
        "That  subject to the passing of Resolution 5, for the purposes of section 208 of the  Corporations
        Act  and for all other purposes, Shareholders approve the issue of 183,333,333 Options to Mr  James
        Leahy (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."
        
        Voting Exclusion
        
        The  Company  will disregard any votes cast on this Resolution by Mr James Leahy  and  any  of  his
        associates.
        
        The Company will 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.
                     
        In  accordance with section 250BD of the Corporations Act, a vote on this Resolution  must  not  be
        cast  by  a person appointed as a proxy, where that person is either a member of the Key Management
        Personnel or a Closely Related Party of such member.
        
        However,  a  vote may be cast by such person if the vote is not cast on behalf of a person  who  is
        otherwise excluded from voting, and
        
        (a)     the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
                     
        (b)     the person appointed as proxy is the Chairman and the appointment does not specify how  the
                Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the 
                Resolution is connected with the remuneration of a member of the Key Management Personnel.
                     
6.      RESOLUTION 5 - SECTION 195 APPROVAL
        
        To  consider and, if thought fit, to pass with or without amendment, as an ordinary resolution  the
        following:
        
        "That,  pursuant to and in accordance with subsection 195(4) of the Corporations Act  and  for  all
        other  purposes,  Shareholders  approve  the  transactions  contemplated  in  Resolution  2  and  3
        (inclusive)."
        


Dated:           4 November 2015

By order of the Board





Murray Wylie
Company Secretary



                                              FORTE ENERGY NL
                                              ACN 009 087 852
                                                     
                                          EXPLANATORY MEMORANDUM
                                                     
1.      INTRODUCTION
        
        This  Explanatory  Memorandum has been prepared for the information of Shareholders  in  connection
        with the business to be conducted at the Meeting.
        
        This  Explanatory Memorandum forms part of the Notice which should be read in its  entirety.   This
        Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
        
        A Proxy Form is included with this Explanatory Memorandum.
        
2.      ACTION TO BE TAKEN BY SHAREHOLDERS
        
        Shareholders  should  read  the  Notice  including this  Explanatory  Memorandum  carefully  before
        deciding how to vote on the Resolutions.
        
2.1     Proxies
        
        A  Proxy  Form  is  attached to the Notice.  This is to be used by Shareholders  if  they  wish  to
        appoint  a  representative (a 'proxy') to vote in their place.  All Shareholders  are  invited  and
        encouraged  to attend the Meeting or, if they are unable to attend in person, sign and  return  the
        Proxy  Form  to the Company in accordance with the instructions thereon. Returning the  Proxy  Form
        will not preclude a Shareholder from attending and voting at the Meeting in person.
        
        Please note that:
        
        (a)     a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
                     
        (b)     a proxy need not be a member of the Company; and
                     
        (c)     a member of the Company entitled to cast two or more votes may appoint two proxies and may specify
                the proportion or number of votes each proxy is appointed to exercise. Where the proportion or 
                number is not specified, each proxy may exercise half of the votes.
                     
        Proxy  Forms must be received by the Company no later than 10.30am (WST) on Wednesday, 25  November
        2015 being at least 48 hours before the Meeting
        
        The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
        
2.2     Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)
        
        A  vote  on Resolution 2 to 4 (inclusive) must not be cast by a person appointed as a proxy,  where
        that  person is either a member of the Key Management Personnel or a Closely Related Party of  such
        member.
        
        However,  a vote may be cast by such persons if the vote is not cast on behalf of a person  who  is
        excluded from voting on this Resolution, and:
        
        (a)     the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution;
                or
                     
        (b)     the person is the Chairman and the appointment of the Chairman as proxy does not specify the way
                the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy 
                even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
                     
2.3     AIM Shareholders
        
        Shareholders who hold Shares which are traded on AIM should note that:
        
        (a)     if your Shares are held in your name on the Company's register, a "form of instruction" will be
                sent to you by Computershare Investor Services PLC (the Company's UK share registry) that should be 
                used in place of the Proxy Form; and
                     
        (b)     if your Shares are held in a nominee account by a stockbroker, you should contact that stockbroker
                to establish what is required in order for you to vote individually.
                     
3.      ANNUAL REPORT
        
        In  accordance  with section 317(1) of the Corporations Act the Annual Report must be  laid  before
        the  annual  general  meeting.   There is no requirement for Shareholders  to  approve  the  Annual
        Report.
        
        At the Meeting, Shareholders will be offered the opportunity to:
        
        (a)     discuss the Annual Report which is available online at www.forteenergy.com.au;
                     
        (b)     ask questions about, or comment on, the management of the Company; and
                     
        (c)     ask the auditor questions about the conduct of the audit and the preparation and content of the
                Auditor's Report.
                     
        In  addition  to  taking  questions at the Meeting, written questions to  the  Chairman  about  the
        management of the Company, or to the Company's auditor about:
        
        (a)     the preparation and the content of the Auditor's Report;
                     
        (b)     the conduct of the audit;
                     
        (c)     accounting policies of the Company in relation to the preparation of the financial statements; and
                     
        (d)     the independence of the auditor in relation to the conduct of the audit,
                     
        may  be  submitted no later than five business days before the Meeting to the Company Secretary  at
        the Company's registered office.
        
4.      RESOLUTION 1 - RE-ELECTION OF DAVID GRANNELL AS DIRECTOR
        
        Article 9.1(e) of the Constitution requires one third of all Directors, or if their number  is  not
        a  multiple of three, then the number nearest one-third (rounded down to the nearest whole  number)
        to retire at each annual general meeting.
        
        Article  9.1(h)  of  the Constitution states that a Director who retires under  article  9.1(e)  is
        eligible for re-election.
        
        Resolution  1  therefore provides that Mr Grannell retires by rotation and seeks re-election  as  a
        Director.
        
        Details of the qualifications and experience of Mr Grannell are detailed in the Annual Report.
        
        Resolution 1 is an ordinary resolution.
        
        The Chairman intends to exercise all available proxies in favour of Resolution 1.
        
        The  Board  (excluding  Mr Grannell) supports the re-election of Mr Grannell  and  recommends  that
        Shareholders vote in favour of Resolution 1.
        
5.      RESOLUTIONS 2 TO 4 - ISSUE OF OPTIONS TO THE DIRECTORS AND FORMER DIRECTOR
        
5.1     Background
        
        In  accordance with sections 208 and 200B of the Corporations Act, Shareholder approval is required
        for  the issue of Options to related parties of the Company.  The Options are to be issued  to  two
        current  Directors  (Mr  Featherby  and Mr Grannell) and a  former  Director  (Mr  Leahy).   Messrs
        Featherby  and  Grannell  are  related parties of the Company  by  virtue  of  their  positions  as
        directors.   Mr Leahy retired as a Director on 26 August 2015 and is therefore a related  party  of
        the Company by virtue of having been a Director within the last 6 months.
        
        To  preserve  the Company's capital, Messrs Featherby, Grannell and Leahy have agreed,  subject  to
        shareholder approval, to forego the directors' fees accrued by them between 1 October 2013  and  31
        July  2015  and to accept unlisted options for their services during this period. The Company  owes
        the following amounts in director's fees for this period:
        
                     Director (or nominee)                       Amount owed
                     Mr Featherby                                $108,405.00
                     Mr Grannell                                 $110,000.00
                     Mr Leahy                                    $157,886.67
        
        In  return  for agreeing to forego these fees, the Company seeks to issue the following  number  of
        Options:
        
                     Director (or nominee)                       No of Options
                     Mr Featherby                                125,876,684
                     Mr Grannell                                 127,728,751
                     Mr Leahy                                    183,333,333


        The  value of the Options issued to Messrs Featherby, Grannell and Leahy represent an 85%  discount
        to  the  amount owed to them in directors fees calculated on the basis of a valuation  of  $0.00013
        per Option. Refer to section 5.5(g) for more information on the valuation of Options.
        
        Subject  to Shareholder approval of Resolution 2 to 4 (inclusive) and Resolution 5, the  number  of
        Options to be issued to the Messrs Featherby, Grannell and Leahy or their nominees is 436,938,768.
        
        Resolutions 2 to 4 (inclusive) are ordinary resolutions.
        
        The  Chairman  intends  to  exercise  all  available proxies  in  favour  of  Resolutions  2  to  4
        (inclusive).
        
        If  the Chairman is appointed as your proxy and you have not specified the way the Chairman  is  to
        vote  on Resolutions 2 to 4 (inclusive), by signing and returning the Proxy Form without specifying
        whether  the  Chairman is to vote 'for', 'against' or 'abstain' in relation to Resolution  2  to  4
        (inclusive),  you  are considered to have provided the Chairman with an express  authorisation  for
        the  Chairman  to  vote  the  proxy in accordance with the Chairman's intention,  even  though  the
        Resolution  is  connected directly or indirectly with the remuneration  of  a  member  of  the  Key
        Management Personnel.
        
5.2     Summary of Options
        
        The key terms of the Options are as follows:
        
        (a)     Each Option shall entitle the Optionholder to acquire one Share upon payment of the sum of 0.05
                     pence (approximately $0.0011).
                     
        (b)     The Options expire three years from the date of grant.
                     
        (c)     The Options are not transferable.
                     
        (d)     There are no participating rights or entitlements inherent in the Options and Optionholders will
                not be entitled to participate in new issues of securities offered to Shareholders before the 
                expiry of the Options.
                     
5.3     Section 208 of Corporations Act
        
        In  accordance with section 208 of the Corporations Act, to give a financial benefit to  a  related
        party,  the  Company  must obtain Shareholder approval unless the giving of the  financial  benefit
        falls within an exception in sections 210 to 216 of the Corporations Act.
        
        Messrs Featherby, Grannell and Leahy are related parties of the Company and no exception applies.
        
5.4     Section 200B of Corporations Act
        
        In  accordance  with section 200B of the Corporations Act, to give a benefit in connection  with  a
        person's retirement from an office, the Company must obtain Shareholder approval in the manner  set
        out in section 200E of the Corporations Act.
        
        Section  200B  applies  where the benefit is given to a director and is  linked  to  that  person's
        retirement as a director.  Messrs Featherby, Grannell and Leahy are, or have been, Directors.
        
        Mr  Leahy  has  recently  retired as a Director and has agreed to  accept  Options  in  return  for
        electing  to  forego  the  director's fees owed to him.  The Company  therefore  seeks  Shareholder
        approval for the issue of Options.
        
        Refer to Schedule 2 for the terms and conditions of the Options.
        
5.5     Specific information required by Sections 200E and Section 219 of the Corporations Act
        
        Information must be provided to Shareholders for the purposes of obtaining Shareholder approval  as
        follows:
        
        (a)     The Options will be issued to Messrs Featherby, Grannell and Leahy (and/or their nominees).
                     
        (b)     The number of Options to be issued to Messrs Featherby, Grannell and Leahy (and/or their nominee)
                     is as follows:
                     
                     Director (or nominee)                       No of Options
                     Mr Featherby                                125,876,684
                     Mr Grannell                                 127,728,751
                     Mr Leahy                                    183,333,333

        (c)     Mr Featherby has an interest in Resolution 2 and therefore believes that it is inappropriate to
                make a recommendation in relation to Resolution 2.  Mr Grannell who has an interest in Resolution 3, 
                which also relates to the grant of Options, is in favour of the grant of Options to Mr Featherby 
                and recommends that Shareholders vote in favour of Resolution 2, irrespective of the outcome of 
                Resolution 3.
                     
        (d)     Mr Grannell has an interest in Resolution 3 and therefore believes that it is inappropriate to
                make a recommendation in relation to Resolution 3.  Mr Featherby who has an interest in Resolution 2, 
                which also relates to the grant of Options, is in favour of the grant of the Options to Mr Grannell 
                and recommends that Shareholders vote in favour of Resolution 3, irrespective of the outcome of 
                Resolution 2.
                     
(e)     Mr Mark Reilly recommends that shareholders vote in favour of Resolutions 2 and 3.
        (f)     All the Directors unanimously recommend that shareholders vote in favour of Resolution 4, granting
                Options to Mr Leahy.
                     
        (g)     The Board has opined (in consultation with independent accountants) on the value of the Options
                and determined on the basis of the assumptions set out below, the technical value of one Option is as
                follows:
                     
                     Director          Security Type     Number of          Value Per        Total Value
                                                         Options            Security         $
                                                                            $
                     Mr Featherby      Options           125,876,684        0.00013          16,363.97
                     Mr Grannell       Options           127,728,751        0.00013          16,604.74
                     Mr Leahy          Option            183,333,333        0.00013          23,833.33

                     This  valuation imputes a total value of $56,802.04 to the Options.  The value may  go
                     up  or  down  after the date of valuation as it will depend on the future price  of  a
                     Share.   The Black Scholes Pricing Model has been used to value the Options, with  the
                     following assumptions:
                     
                     (i)     the risk free rate of 0.8% is the UK Government's three-year bond rate;
                                  
                     (ii)    the underlying security spot price of $0.00034 used for the purposes of this valuation is 
                             based on the share price of the Company on the day of the report;
                                  
                     (iii)   the estimated volatility used in the Option valuation is 100%;
                     (iv)    for the purposes of the valuation, no future dividend payments have been forecast; and
                                  
                     (v)     for the purposes of the valuation it is assumed that the Options will be issued on 27 
                             November 2015, and the Options will have a life of 3 years from the commencement date.
                                  
        (h)     Note that Options valued at $56,802.04 are to be issued in return for director's agreeing to
                forego fees valued at $376,291.67.
                     
        (i)     Under the accounting standard AASB 2 share based payments, the Company will recognise an expense
                in the income statement based on the fair value of the Options over the period from the date of issue
                to the vesting date.  The total of the fair value of the Options issued is $56,802.04 at the date of 
                the Notice.
        (j)     The market price of Shares would normally determine whether Messrs Featherby, Grannell or Leahy
                will exercise their Options.  If the Options are exercised at a price that is lower than the price at 
                which Shares are trading, there may be a perceived cost to the Company.
                     
        (k)     Historical quoted price information for the Company's listed securities for the last twelve months
                     is as follows:
                     
                     Shares                        Price                        Date
                     Highest                       0.425 pence                  26 January 2015
                     Lowest                        0.014 pence                  15 October 2015
                     Last                          0.017 pence                  29 October 2015

        (l)     The exercise of the Options will result in a dilution of all other Shareholders' holdings in the
                Company of 8.47% based on issued Shares as at the date of the Notice and 7.84% on a fully diluted basis.
                     
        (m)     No funds  will  be  raised  by the issue of the Options as they are being  issued  for  nil
                consideration.  The Options are being issued in return for the directors agreeing to forego outstanding
                Director's fees.
                     
        (n)     A voting exclusion statement is included in the Notice for Resolutions 2 to 4 (inclusive).

        (o)     Other than the information above and otherwise set out in the Notice, the Company believes that
                there is no other information that would be reasonably required by Shareholders to pass 
                Resolutions 2 to 4 (inclusive).
                     
6.      RESOLUTION 5 - SECTION 195 APPROVAL
        
        In  accordance  with section 195 of the Corporations Act, a director of a public  company  may  not
        vote  or  be  present  during meetings of directors when matters in which  that  director  holds  a
        "material personal interest" are being considered.
        
        Two  of  the three Directors may have a material personal interest in the outcome of Resolutions  2
        and 3 (inclusive).
        
        In  the  absence of this Resolution 5, the Directors may not be able to form a quorum at  directors
        meetings necessary to carry out the terms of Resolutions 2 and 3 (inclusive).
        
        The  Directors accordingly exercise their right under section 195(4) of the Corporations Act to put
        the issue to Shareholders to resolve.
        
        Resolution 5 is an ordinary resolution.

        
        
        
                                       SCHEDULE 1:      DEFINITIONS
                                                     
In  the  Notice and this Explanatory Memorandum, words importing the singular include the plural  and  vice
versa.

        $ means Australian Dollars.
        
        Annual  Report  means  the  Directors' Report, the Financial Report and  the  Auditor's  Report  in
        respect to the financial year ended 30 June 2015.
        
        AIM means the Alternative Investment Market operated by the London Stock Exchange.
        
        ASIC means the Australian Securities and Investments Commission.
        
        Associate has the meaning given to that term in the Corporations Act.
        
        Auditor means Ernst & Young.
        
        Auditor's Report means the auditor's report on the Financial Report.
        
        Board means the board of Directors.
        
        Chairman  means the person appointed to chair the Meeting, or any part of the Meeting, convened  by
        the Notice.
        
        Closely Related Party means:
        
        (a)     a spouse or child of the member; or
                     
        (b)     has the meaning given in section 9 of the Corporations Act.
                     
        Company means Forte Energy NL (ACN 009 087 852).
        
        Constitution means the constitution of the Company as at the commencement of the Meeting.
        
        Corporations Act means the Corporations Act 2001 (Cth).
        
        Director means a director of the Company.
        
        Directors'  Report means the annual directors' report prepared under chapter 2M of the Corporations
        Act for the Company and its controlled entities.
        
        Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
        
        Financial  Report  means the annual financial report prepared under chapter 2M of the  Corporations
        Act of the Company and its controlled entities.
        
        Key  Management Personnel means persons having authority and responsibility for planning, directing
        and  controlling  the  activities of the Company, directly or indirectly,  including  any  Director
        (whether executive or otherwise) of the Company.
        
        Meeting has the meaning in the introductory paragraph of the Notice.
        
        Notice  means  the notice of meeting which comprises of the notice, agenda, Explanatory  Memorandum
        and Proxy Form.
        
        Option  means  an option on the terms set out in Schedule 2 which entitles the holder to  subscribe
        for one Shares on the terms.
        
        Optionholder means the holder of an Option.
        
        Proxy Form means the proxy form attached to the Notice.
        
        Resolution means a resolution contained in the Notice.
        
        Schedule means a schedule to this Explanatory Memorandum.
        
        Section means a section of this Explanatory Memorandum.
        
        Share means a fully paid ordinary share in the capital of the Company.
        
        Shareholder means a shareholder of the Company.
        
        VWAP means volume weighted average price.
        
        WST means Western Standard Time, being the time in Perth, Western Australia.


        
                                         SCHEDULE 2: OPTION TERMS

1.      EXERCISE DATE
        
        The  Options are exercisable wholly or in part at any time from grant and before 5:00 pm  (WST)  on
        the day 3 years after grant.  Options not exercised by that date shall lapse.
        
2.      EXERCISE PRICE

        Each  Option shall entitle the Optionholder to acquire one fully paid ordinary share in the Company
        ("Share") upon payment of the sum of 0.05 pence (approximately $0.0011).
        
3.      VESTING CONDITIONS

        All Options will be fully vested at grant date.
        
4.      NOTICE OF EXERCISE

        Each  Option  may  be  exercised  during  an 'open' period as  per  the  Company's  Trading  Policy
        (available  on  the Company website) at any time before the expiry of the Options. Options  may  be
        exercised  by  the Optionholder completing and forwarding to the Company a notice of  exercise  and
        payment  of  the  Exercise Price for each Option being exercised.  Any notice  of  exercise  of  an
        Option  received by the Company will be deemed to be a notice of the exercise of the Option on  the
        first  business  day  after  the date of receipt of the notice.  Cheques  shall  be  in  Australian
        currency  for  the equivalent GBP amount, made payable to the Company and crossed "Not Negotiable".
        Alternatively funds may be deposited electronically into a bank account nominated by the Company.
        
5       NO QUOTATION OF OPTIONS

        Application  will not be made by the Company to the AIM Board of the LSE for official quotation  of
        the Options.
        
6.      QUOTATION OF SHARES ON EXERCISE

        Application  will  be  made for official quotation of the Shares issued upon exercise  of  Options.
        The Company will not be under any obligation to ensure that such Shares will be officially quoted.
        
7.      NON-TRANSFERABLE

        The Options are not transferable, except to an Associate of the holder.
        
8.      PARTICIPATION RIGHTS OR ENTITLEMENTS

        There  are  no participating rights or entitlements inherent in the Options and Optionholders  will
        not  be  entitled  to  participate in new issues of securities offered to shareholders  before  the
        expiry  of  the  Options.   However, the Company will ensure that for the  purpose  of  determining
        entitlements  as  to any such issue, the record date will be at least 10 business  days  after  the
        issue  is  announced so as to give Optionholders the opportunity to exercise their  Options  before
        the date for determining entitlements to participate in any issue.
        
9.      SHARES ALLOCATED ON EXERCISE.

        Shares allocated pursuant to the exercise of Options will be allotted following receipt of all  the
        relevant documents and payments and will rank equally with all other Shares on issue.
        
10.     RECONSTRUCTION OF SHARE CAPITAL

        If   at  any  time  before  the  expiry  of  the  Options  there  is  a  reconstruction  (including
        consolidation, subdivision, reduction or return) of the issued capital of the Company,  all  rights
        of the Optionholder shall be reconstructed in accordance with the ASX Listing Rules.
        










FORTE ENERGY NL
ACN 009 087 852
PROXY FORM
The Company Secretary
Forte Energy NL
By delivery:                        By post:                             By facsimile:
Suite 3, Level 3, 1292 Hay Street,  PO Box 2870                          +61 8 9322 4073
West Perth, Western Australia       West Perth, WA, 6872

Name of Shareholder:   
                       
Address of             
Shareholder:
                       
Number of Shares       
entitled to vote:
Please mark  to indicate your directions.  Further instructions are provided overleaf.
Proxy  appointments will only be valid and accepted by the Company if they are made and received  no  later
than 48 hours before the meeting.
Step 1 - Appoint a Proxy to Vote on Your Behalf

The Chairman of             OR if you are NOT appointing the Chairman as      
the Meeting (mark           your proxy, please write the name of the person
box)                        or body corporate (excluding the registered
                            shareholder) you are appointing as your proxy
or  failing the person/body corporate named, or if no person/body corporate is named, the Chairman  of  the
Meeting,  as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance
with the following directions (or, if no directions have been given, and to the extent permitted by law, as
the  proxy  sees  fit), at the Meeting of the Company to be held at 10.30am (WST) on 27 November  2015,  at
Minespace,  Level 1, 1292 Hay Street, West Perth, Western Australia and at any adjournment or  postponement
of that Meeting.

Important - If the Chairman is your proxy or is appointed as your proxy by default

The  Chairman intends to vote all available proxies in favour of all Resolutions.  If the Chairman is  your
proxy  or  is appointed your proxy by default, unless you indicate otherwise by ticking either  the  'for',
'against' or 'abstain' box in relation to Resolutions 2 to 4 (inclusive), you will be expressly authorising
the  Chairman to vote in accordance with the Chairman's voting intentions on Resolutions 2 to 4 (inclusive)
even  if  Resolutions 2 to 4 (inclusive) are connected directly or indirectly with the  remuneration  of  a
member of Key Management Personnel or a Closely Related Party of Key Management Personnel.

Step 2 - Instructions as to Voting on Resolutions

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:
                                                                                       For          Against
                                                                   Abstain
Resolution 1    Re-election of David Grannell as a Director                                         
                                                                                                    
Resolution 2    Issue of Options to Glenn Featherby                                                 
                                                                                                    
Resolution 3    Issue of Options to David Grannell                                                  
                                                                                                    
Resolution 4    Issue of Options to James Leahy                                                     
                                                                                                    
Resolution 5    Section 195 Approval                                                                

The Chairman intends to vote all available proxies in favour of each Resolution
In exceptional circumstances, the Chairman may change his voting intent on any Resolution.
Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions
to be implemented.

Individual or Shareholder 1              Shareholder 2                            Shareholder 3
                                                                                  
Sole Director and Sole Company           Director                                 Director/Company Secretary
Secretary
                                                                                  
                                                                                  
Contact Name                             Contact Daytime Telephone                Date


Proxy Notes:

A  Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's
proxy to attend and vote for the Shareholder at that Meeting.  If the Shareholder is entitled to cast 2  or
more  votes  at  the  Meeting the Shareholder may appoint not more than 2 proxies.  Where  the  Shareholder
appoints  more than one proxy the Shareholder may specify the proportion or number of votes each  proxy  is
appointed to exercise.  If such proportion or number of votes is not specified each proxy may exercise half
of the Shareholder's votes.  A proxy may, but need not be, a Shareholder of the Company.

If  a  Shareholder  appoints  a  body corporate as the Shareholder's proxy  to  attend  and  vote  for  the
Shareholder  at that Meeting, the representative of the body corporate to attend the Meeting  must  produce
the  Certificate  of  Appointment of Representative prior to admission. A form of the  certificate  may  be
obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding:         where the holding is in more than one name all of the holders must sign.

Power of Attorney:     if signed under a Power of Attorney, you must have already lodged it with the
                       registry, or alternatively, attach a certified photocopy of the Power of Attorney
                       to this Proxy Form when you return it.

Companies:             a Director can sign jointly with another Director or a Company Secretary.  A sole
                       Director who is also a sole Company Secretary can also sign.  Please indicate the
                       office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment
of  Representative" should be produced prior to admission.  A form of the certificate may be obtained  from
the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or
a  copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power  of
attorney or other authority) must be deposited at or received at the Perth office of the Company (delivered
to  Suite  3,  Level 3, 1292 Hay Street, West Perth, WA, 6005; posted to PO Box 2870, West Perth  WA  6872;
faxed to +618 9322,4073 or by email to info@forteenergy.com.au) not less than 48 hours prior to the time of
commencement of the Meeting (WST).

Contact Information

  • Forte Energy NL