Forte Energy NL
LSE : FTE

October 27, 2011 04:28 ET

Notice of AGM

                                                                                           ASX/AIM CODE: FTE
                                                              Perth - Tel: +618 9322 4071, Fax: +618 9322 4073
                                                         London - Tel: +44 203 300 0188, Fax: +44 207 409 2857
                                                        
                                                        
                                                        
                                                        
                                                        
                                                 FORTE ENERGY NL
                                                        
                                                 ACN 009 087 852
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                        NOTICE OF ANNUAL GENERAL MEETING
                                                 OF SHAREHOLDERS
                                                        
                                                       AND
                                                        
                                             EXPLANATORY MEMORANDUM
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                     TO BE HELD AT 10.00 AM (WST) ON TUESDAY
                                                29 NOVEMBER 2011
                                                        
                                                       AT
                                                        
                   THE COLONIAL CONFERENCE ROOM, THE MELBOURNE HOTEL, PERTH, WESTERN AUSTRALIA
                                                        
                                                        
                                                        
   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 Secretary by telephone on
                  (08) 9322 4071 from within Australia or +618 9322 4071 from outside Australia


FORTE ENERGY NL
ACN 009 087 852

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Forte Energy NL ("the Company") will be held at  10.00
AM  (WST)  on  Tuesday  29 November 2011 at the Colonial Conference Room, The Melbourne  Hotel,  Perth,  Western
Australia ("Meeting").

The  Explanatory  Memorandum to this Notice 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 at 5:00pm (WST)  on  27
November 2011.

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

AGENDA

1.        Annual Report
          
          To  receive and consider the financial statements of the Company and its controlled entities  for  the
          year  ended 30 June 2011, together with the Directors' Report and Auditor's Report, as set out in  the
          Annual Report.

2.        Resolution 1 -Adoption of Remuneration Report
          
          To  consider  and, if thought fit, to pass with or without amendment, the following resolution  as  an
          ordinary resolution:
          
          "That  the  Remuneration Report as set out in the Annual Report for the year ended  30  June  2011  be
          adopted."
          
          Voting Exclusion
          
          In  accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast  (in
          any capacity) by, or on behalf of:
          
          (a)   a member of the Key Management Personnel whose remuneration details are included in the Remuneration
                Report; or
          (b)   a Closely Related Party of such member.
          
          However, a person described above may cast a vote on this Resolution if:
          
          (c)   the person does so as a proxy appointed by writing that specifies how the proxy is to vote on this
                Resolution; and
          
          (d)   the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.
          
          

3.        Resolution 2 - Re-election of Mr Glenn Featherby as a Director
          
          To  consider  and, if thought fit, to pass with or without amendment, the following resolution  as  an
          ordinary resolution:
          
          "That,  Mr Glenn Featherby who retires in accordance with clause 9.1(e) of the Constitution and  being
          eligible for re-election, be re-elected as a Director."

4.        Resolution 3 - Re-election of Lady Barbara Judge as a Director
          
          To  consider  and, if thought fit, to pass with or without amendment, the following resolution  as  an
          ordinary resolution:
          
          "That,  Lady Barbara Judge who retires in accordance with clause 9.1(e) of the Constitution and  being
          eligible for re-election, be re-elected as a Director."




Dated 26 October 2011

By Order of the Board






M R 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 to be held at 10.00 AM (WST) on Tuesday 29 November  2011
          at The Colonial Conference Room, The Melbourne Hotel, Perth, Western Australia.
          
          This  Explanatory  Memorandum should be read in conjunction with and forms part  of  the  accompanying
          Notice.  The  purpose  of  this Explanatory Memorandum is to provide information  to  Shareholders  in
          deciding whether or not to pass the Resolutions set out in the Notice.
          
          A Proxy Form is located at the end of the Explanatory Memorandum.

2.        Action to be taken by Shareholders
          
          Shareholders should read the Notice and 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. Lodgement of a Proxy Form will not  preclude  a
          Shareholder from attending and voting at the Meeting in person.
          
          Please note that:
          
          (i)       a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to
                    appoint a proxy;
          
          (ii)      a proxy need not be a member of the Company; and
          
          (iii)     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, but where the proportion or number is not
                    specified, each proxy may exercise half of the votes.
          
          The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2       Voting Prohibition by Proxy Holders
          
          In  accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast  (in
          any capacity) by, or on behalf of:
          
          (i)     a member of the Key Management Personnel whose remuneration details are included in the Remuneration
                  Report; or
          
          (ii)    a Closely Related Party of such member.
          
          However, a person described above may cast a vote on Resolution 1 if:
          
          (iii)   the person does so as a proxy appointed by writing that specifies how the proxy is to vote on
                  Resolution 1; and

          (iv)    the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.


2.        Annual Report
          
          There is no requirement for Shareholders to approve the Annual Report.
          
          Shareholders will be offered the following opportunities:
          
          (i)       discuss the Annual Report which is online at www.forteenergy.com.au and click on the direct link;
          
          (ii)      ask questions or make comment on the management of the Company; and
          
          (iii)     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  of  the  Company
          about the management of the Company, or to the Company's auditor about:
          
          (i)       the preparation and the content of the auditor's report;
          
          (iv)      the conduct of the audit;
          
          (v)       accounting policies by the Company in relation to the preparation of the financial statements; and

          (vi)      the independence of the auditor in relation to the conduct of the audit,
          
          may  be  submitted  no later than 5 business days before the Meeting to the Company Secretary  at  the
          Company's registered office.

3.        Resolution 1 - Remuneration Report

          Section  250R(2) of the Corporations Act provides that the Company is required to put the Remuneration
          Report  to  the vote of Shareholders. The directors' report contains a Remuneration Report which  sets
          out  the  remuneration policy for the Company and reports the remuneration arrangements in  place  for
          the executive and non-executive directors.

          Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not  bind
          the  Directors  of  the  Company of itself, a failure of Shareholders to pass Resolution  1  will  not
          require the Directors to alter any of the arrangements in the Remuneration Report.

          However,   the   Corporations  Act  has  been  amended  by  the  Corporations   Amendment   (Improving
          Accountability  on Director and Executive Remuneration) Act (Director and Executive Remuneration  Act)
          which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

          The  Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into
          the  Corporations  Act, giving Shareholders the opportunity to remove the Board  if  the  Remuneration
          Report  receives  a 'no' vote of 25% or more at two consecutive annual general meetings  (Two  Strikes
          Rule).

          Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of  25%
          or  more  at  two  consecutive  annual  general meetings, the Company  will  be  required  to  put  to
          Shareholders  at the second annual general meeting a resolution on whether another meeting  should  be
          held (within 90 days) at which all Directors (other than the managing director) who were in office  at
          the date of approval of the applicable Directors' Report must stand for re-election.

          In  summary,  if  the  Remuneration  Report receives a 'no' vote of  25%  or  more  at  this  Meeting,
          Shareholders  should be aware that if there is a 'no' vote of 25% or more at the next  annual  general
          meeting the consequences are that it may result in the re-election of the Board.

          The  Chairman  will allow a reasonable opportunity for Shareholders as a whole to ask about,  or  make
          comments on the Remuneration Report.
          
          The Chairman will not cast undirected votes on Resolution 1.

4.        Resolution 2 - Re-election of Mr Glenn Featherby as a Director
          
          Clause  9.1(e) of the Constitution requires that at an Annual General Meeting one-third  of  Directors
          for the time being shall retire from office.  A retiring Director is eligible for re-election.
          
          Mr.  Featherby was appointed as a Director on 2 August 2004 and now retires by rotation in  accordance
          with  the Listing Rules and the Constitution. Being eligible, Mr Featherby now offers himself for  re-
          election.
          
          Further Information on Mr. Featherby is contained in the Company's Annual Report.
          
          Resolution 2 is an ordinary resolution.

5.        Resolution 3 - Re-election of Lady Barbara Judge as a Director
          
          Clause  9.1(e) of the Constitution requires that at an Annual General Meeting one-third  of  Directors
          for the time being shall retire from office.  A retiring Director is eligible for re-election.
          
          Lady  Judge was appointed as a Director on 18 July 2008 and now retires by rotation in accordance with
          the  Listing  Rules  and  the  Constitution. Being eligible, Lady Judge now  offers  herself  for  re-
          election.
          
          Further Information on Lady Judge is contained in the Company's Annual Report.
          
          Resolution 3 is an ordinary resolution.

                                                   
                                                   Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"Annual  Report" means the Directors' Report, the Financial Report and Auditor's Report thereon, in  respect  to
the financial year ended 30 June 2011.

"ASX"  means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange
operated by ASX Limited.

"Auditor's Report" means the auditor's report on the Financial Report.

"Board" means the board of Directors.

"Business  Day"  means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday,  Christmas
Day, Boxing Day, and any other day that ASX declares is not a business day.

"Company" means Forte Energy NL ACN 009 087 852.

"Constitution" means the constitution of the Company as at the commencement of this 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 to 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 a person 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.

"Listing Rules" means the official listing rules of the ASX.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means the notice of annual general meeting attached to the Explanatory Memorandum.

"Proxy Form" means the proxy form attached to the Notice.

"Remuneration Report" means the remuneration report of the Company contained in the Directors' Report.

"Resolution" means a resolution contained in this Notice.

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.


FORTE ENERGY NL
ACN 009 087 852

                                               P R O X Y   F O R M
The Company Secretary
Forte Energy NL


Name of Shareholder:


Of (address of Shareholder):

Step 1 - Appoint a Proxy to Vote on Your Behalf

The Chairman of              OR  if you are NOT appointing the Chairman  
the Meeting (mark            of the Meeting as your proxy, please write  
box)                         the  name  of the person or body corporate
                             (excluding the registered shareholder) you
                             are appointing as your proxy

or  failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman
of  the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with
the following directions (or if no directions have been given, as the proxy sees fit, except for Resolution 1).

Important  for  Resolution 1 - If the Chairman of the Meeting is your proxy or is appointed  as  your  proxy  by
default and you have not directed him how to vote on Resolution 1 below, please mark the box in this section. If
you  do not mark this box and you have not directed your proxy how to vote on Resolution 1 in Step 2 below,  the
Chairman  will not cast your votes on Resolution 1 and your votes will not be counted in computing the  required
majority if a poll is called on this Resolution.

If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote on Resolution 1
by  either  marking the relevant boxes in Step 2 below (for example if you wish to vote against or abstain  from
voting)  or  by  marking this box (in which case the Chairman will vote in favour of Resolution 1 and  currently
intends to vote in favour of Resolution 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1:


   I/We (except where I/we have indicated a different voting intention below):
          (a)  direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on
               Resolution 1 to vote in favour of this Resolution; and
          (b)  authorise, in respect of Resolution 1 the Chairman of the Meeting to vote as described even though
               Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel
               for the Company.

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.



Please read the voting instructions overleaf before marking any boxes with an X.

Step 2 - Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:
                                                                                  For       Against    Abstain*
Resolution 1    Adoption of Remuneration Report                                                     
                                                                                                    
Resolution 2    Re-election of Mr Glenn Featherby as a Director                                     
                                                                                                    
Resolution 3    Re-election of Lady Barbara Judge as a Director                                     
                                                                                                    
Authorised  signature/s         This  section must be signed in accordance with  the  instructions  overleaf  to
enable your voting instructions to be implemented.
*  If  you  mark the Abstain box for a particular Resolution, you are directing your proxy not to vote  on  your
behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority  on
a poll.

The Chairman of the Meeting intends to vote all available proxies in favour of each Resolution.


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 Annual General Meeting may appoint a natural  person  as  the
Shareholder's  proxy to attend and vote for the Shareholder at that Annual General Meeting.  If the  Shareholder
is  entitled to cast 2 or more votes at the Annual General 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  Annual General Meeting, the representative of the body corporate to attend the Annual General 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 Annual General 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 by facsimile transmission at the address below  no  later
than 48 hours prior to the time of commencement of the Annual General Meeting (WST).

Hand deliveries: Suite 3, Level 3, 1292 Hay Street, West Perth WA 6005.

Postal address: GPO Box 2870, West Perth WA 6872.

Facsimile:  (08) 9322 4073 if faxed from within Australia or +618 9322 4073 if faxed from outside Australia.


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