Forte Energy NL
LSE : FTE

October 31, 2012 07:41 ET

Notice of AGM

                                                       
                                                       
                                                       
                                                       
                                                       
                                                FORTE ENERGY NL
                                                       
                                                ACN 009 087 852
                                                       
                                                       
                                                       
                                                    
                                                       
                                                       
                                                       
                                                       
                                       NOTICE OF ANNUAL GENERAL MEETING
                                                OF SHAREHOLDERS
                                                       
                                                      AND
                                                       
                                            EXPLANATORY MEMORANDUM
                                                       
                                                       
                                                       
                                                       
                                                       
                                     TO BE HELD AT 8.30 AM (GMT) ON FRIDAY
                                               30 NOVEMBER 2012
                                                       
                                                      AT
                                                       
                                      BUCHANAN, 3RD FLOOR, 107 CHEAPSIDE,
                                               LONDON, EC2V 6DN,
                                                UNITED KINGDOM
                                                       
                                                       
                                                       
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 8.30am
(Greenwich Mean Time) on Friday 30 November 2012 at Buchanan, 3rd Floor, 107 Cheapside, London, EC2V 6DN, UNITED
KINGDOM  ("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 28  November  2012  at
5:00pm (WST) (being 9.00am Greenwich Mean Time) .

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 2012, 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  2012  be
          adopted."
          Voting Exclusion
          
          In  accordance with section 250R of the Corporations Act, a vote on this Resolution must not  be  cast
          by  or  on  behalf of a member of the Key Management Personnel whose remuneration details are included
          in the Remuneration Report, or a Closely Related Party of such member.
          
          A  vote may be cast by such person 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 proxy by writing that specifies the way the proxy is to vote on the
                    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.

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

5.        Resolution 4 - Approval of 10% Placement Facility
          
          To  consider  and,  if  thought fit, to pass with or without amendment, as a  special  resolution  the
          following:
          
          "That  in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue
          of  Equity  Securities of up to 10% of the issued capital of the Company (at the time of  the  issue),
          calculated  in  accordance with the formula prescribed in Listing Rule 7.1A.2 and  on  the  terms  and
          conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person (and any associates of  such
          a  person)  who may participate in the 10% Placement Facility and a person who might obtain a  benefit
          if  this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and  any
          associate of that person (or those persons).
          
          The Company will not disregard a vote if:
          
          (a)       it is cast by a person as a 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.



Dated 31 October 2012

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 8.30am (GMT) on Friday 30 November 2012  at
          Buchanan, 3rd Floor, 107 Cheapside, London, EC2V 6DN, UNITED KINGDOM.
          
          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 250BD and 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 the vote is not cast  on  behalf
          of a person who is excluded from voting on Resolution 1, and:
          
          (iii)     the person does so as a proxy appointed by writing that specifies how the proxy is to vote on
                    Resolution 1; or
          
          (iv)      the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the
                    proxy is to vote on the resolution, 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.
          
          The Chairman intends to exercise all available proxies in favour of Resolution 1.

3.        Annual Report
          
          In  accordance with section 317 of the Corporations Act, Shareholders will be offered the  opportunity
          to  discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's
          Report for the financial year ended 30 June 2012.
          
          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:
          
          (iv)      the preparation and the content of the auditor's report;
          
          (v)       the conduct of the audit;

          (vi)      accounting policies by the Company in relation to the preparation of the financial statements; and
          
          (vii)     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.
          
          

4.        Resolution 1 - Remuneration Report
          In  accordance with subsection 250R(2) of the Corporations Act, the Company must put the  Remuneration
          Report  to  the  vote of Shareholders.  The Directors' Report contains the Remuneration  Report  which
          sets  out the remuneration policy for the Company and the remuneration arrangements in place  for  the
          executive Directors, specified executives and non-executive Directors.
          
          In  accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does
          not  bind  the Directors. If Resolution 1 is not passed, the Directors will not be required  to  alter
          any of the arrangements in the Remuneration Report.
          
          The  Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011
          which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders  will
          have  the  opportunity  to  remove the whole Board except the managing director  if  the  Remuneration
          Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings.
          
          Where  a  resolution  on the Remuneration Report receives a Strike 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.
          
          The  Company's Remuneration Report did not receive a Strike at the 2011 annual general meeting. If the
          Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if  a  second
          Strike  is  received  at the 2013 annual general meeting, this 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.
          
          Resolution 1 is an ordinary Resolution.
          
          The Chairman intends to exercise all available proxies in favour of Resolution 1.
          
          If  the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote
          on  Resolution  1,  by signing and returning the Proxy Form, 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 of the Company.

5.        Resolution 2 - Re-election of Mr David Grannell 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.  Grannell  was appointed as a Director on 4 April 2005 and now retires by rotation  in  accordance
          with  the Listing Rules and the Constitution. Being eligible, Mr. Grannell now offers himself for  re-
          election.
          
          Further Information on Mr. Grannell is contained in the Company's Annual Report.
          
          Resolution 2 is an ordinary resolution.

6.        Resolution 3 - Re-election of Mr James Leahy as a Director
          
          Mr  Leahy  was  appointed  as a Director since the last Annual General Meeting.  Under  the  Company's
          Constitution  he  holds  office only until this meeting, and being eligible, offers  himself  for  re-
          election.
          
          Further information on Mr. Leahy is contained in the Company's annual report.
          
          Resolution 3 is an ordinary resolution.

7.        Resolution 4 - Approval of 10% Placement Facility

7.1       General
          
          Listing  Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued  share
          capital  through  placements over a 12 month period after the annual general  meeting  (10%  Placement
          Facility).  The  10% Placement Facility is in addition to the Company's 15% placement  capacity  under
          Listing Rule 7.1.
          
          An  eligible  entity for the purposes of Listing Rule 7.1A is an entity that is not  included  in  the
          S&P/ASX  300 Index and has a market capitalisation of $300 million or less. The Company is an eligible
          entity.
          
          The Company is now seeking Shareholder approval by way of a special resolution to have the ability  to
          issue  Equity  Securities  under the 10% Placement Facility. The number of  Equity  Securities  to  be
          issued  under the 10% Placement Facility will be determined in accordance with the formula  prescribed
          in Listing Rule 7.1A.2 (refer to Section 7.2(c) below).
          
          The Board unanimously recommends that Shareholders vote in favour of Resolution 4.
          
          Resolution  4  is  a special resolution and therefore requires approval of 75% of the  votes  cast  by
          Shareholders  present and eligible to vote (in person, by proxy, by attorney or,  in  the  case  of  a
          corporate Shareholder, by a corporate representative).
          
          The Chairman intends to exercise all available proxies in favour of Resolution 4.

7.2       Listing Rule 7.1A
          
          (a)       Shareholder approval
                    
                    The  ability  to  issue  Equity Securities under the 10% Placement Facility  is  subject  to
                    Shareholder approval by way of a special resolution at an annual general meeting.
          
          (b)       Equity Securities
                    
                    Any  Equity Securities issued under the 10% Placement Facility must be in the same class  as
                    an existing quoted class of Equity Securities of the company.
                    
                    The Company, as at the date of the Notice, has on issue ordinary Shares.
          
          (c)       Formula for calculating 10% Placement Facility
                    
                    Listing  Rule  7.1A.2  provides  that  eligible entities  which  have  obtained  Shareholder
                    approval  at  an  annual general meeting may issue or agree to issue, during  the  12  month
                    period  after  the  date  of  the  annual general meeting, a  number  of  Equity  Securities
                    calculated in accordance with the following formula:
                                                       
                                                  (A x D) - E
                    
                    A         is the number of shares on issue 12 months before the date of issue or agreement:
                              
                              (A)       plus the number of fully paid shares issued in the 12 months under an exception
                                        in Listing Rule 7.2;
                              
                              (B)       plus the number of partly paid shares that became fully paid in the 12 months;
                              
                              (C)       plus the number of fully paid shares issued in the 12 months with Shareholder 
                                        approval under Listing Rule 7.1 and 7.4. This does not include an issue of 
                                        fully paid shares under the entity's 15% placement capacity
                                        without Shareholder approval;

(D)       less the number of fully paid shares cancelled in the 12 months.
                    
                    Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15%
                    placement capacity.
                    
                    D         is 10%
                    
                    E         is  the  number  of Equity Securities issued or agreed to be issued under  Listing
                              Rule  7.1A.2 in the 12 months before the date of the issue or agreement  to  issue
                              that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.
          
          (d)       Listing Rule 7.1 and Listing Rule 7.1A
                    
                    The  ability of an entity to issue Equity Securities under Listing Rule 7.1A is in  addition
                    to the entity's 15% placement capacity under Listing Rule 7.1.
                    
                    At  the date of the Notice, the Company has on issue 868,994,311 Shares and therefore has  a
                    capacity to issue:
                    
                    (i)       130,349,146 Equity Securities under Listing Rule 7.1; and
                    (ii)      subject to Shareholder approval being received under Resolution 4, 86,899,431 Equity 
                              Securities under Listing Rule 7.1A.
                    
                    The  actual  number of Equity Securities that the Company will have capacity to issue  under
                    Listing  Rule  7.1A  will  be calculated at the date of issue of the  Equity  Securities  in
                    accordance  with  the  formula prescribed in Listing Rule 7.1A.2 (refer  to  Section  7.2(c)
                    above).
          
          (e)       Minimum Issue Price
                    
                    The  issue  price of Equity Securities issued under Listing Rule 7.1A must be not less  than
                    75%  of the VWAP of Equity Securities in the same class calculated over the 15 Trading  Days
                    immediately before:
                    
                    (i)       the date on which the price at which the Equity Securities are to be issued is agreed; or
                    
                    (ii)      if the Equity Securities are not issued within 5 Trading Days of the date in 
                              Paragraph (i) above, the date on which the Equity Securities are issued.
          
          (f)       10% Placement Period
                    
                    Shareholder  approval of the 10% Placement Facility under Listing Rule 7.1A  is  valid  from
                    the  date of the annual general meeting at which the approval is obtained and expires on the
                    earlier to occur of:
                    
                    (i)       the date that is 12 months after the date of the annual general meeting at which the 
                              approval is obtained; or

                    (ii)      the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a 
                              significant change to the nature or scale of activities) or 11.2 (disposal of main 
                              undertaking).

7.3       Listing Rule 7.1A
          
          The  effect  of  Resolution  4  will be to allow the Directors to issue the  Equity  Securities  under
          Listing  Rule 7.1A during the 10% Placement Period without using the Company's 15% placement  capacity
          under Listing Rule 7.1.

7.4       Specific information required by Listing Rule 7.3A
          
          In accordance with Listing Rule 7.3A, information is provided as follows:
          
          (a)       The Equity Securities will be issued at an issue price of not less than  75% of the VWAP for the
                    Company's Equity Securities over the 15 Trading Days immediately before:
                    
                    (i)       the date on which the price at which the Equity Securities are to be issued is agreed; or

                    (ii)      if the Equity Securities are not issued within 5 Trading Days of the date in paragraph 
                              (i) above, the date on which the Equity Securities are issued.
          
          (b)       If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10%
                    Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown 
                    in the below table (in the case of Convertible Securities, only if the Convertible Securities are 
                    converted into Shares).
                    There is a risk that:
                    
                    (i)       the market price for the Company's Equity Securities may be significantly lower on the 
                              date of the issue of the Equity Securities than on the date of the Meeting; and
                    
                    (ii)      the Equity Securities may be issued at a price that is at a discount to the market price 
                              for the Company's Equity Securities on the issue date or the Equity Securities are issued 
                              as part of consideration for the acquisition of a new asset,
                    
                    which  may  have  an  effect  on the amount of funds raised  by  the  issue  of  the  Equity
                    Securities.
          
          (c)       The below table shows the dilution of existing Shareholders on the basis of the current market price
                    of Shares and the current number of ordinary securities for variable "A" calculated in accordance 
                    with the formula in Listing Rule 7.1A(2) as at the date of the Notice.
          
          (d)       The table also shows:
                     
                     (i)       two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on 
                               the number of ordinary securities the Company has on issue.  The number of ordinary 
                               securities on issue may increase as a result of issues of ordinary securities that do 
                               not require Shareholder approval (for example, a pro rata entitlements issue or scrip 
                               issued under a takeover offer) or future specific placements under Listing Rule 7.1
                               that are approved at a future Shareholders' meeting; and
                     
                     (ii)      two examples of where the issue price of ordinary securities has decreased by 50% and 
                               increased by 100% as against the current market price.

                     Variable 'A' in                      Dilution
                     Listing Rule
                     7.1A.2
                                                               $0.009             $0.017            $0.034
                                                          50% decrease  in   Issue Price       100% increase  in
                                                          Issue Price                          Issue Price
                     Current Variable    10% Voting          86,899,431         86,899,431        86,899,431
                     A                   Dilution
                     868,994,311         Funds raised         $738,645          $1,477,290        $2,954,581
                     Shares
                     50% increase in     10% Voting         130,349,146        130,349,146        130,349,146
                     current Variable    Dilution
                     A
                     1,303,491,466       Funds raised        $1,107,968         $2,215,935        $4,431,871
                     Shares
                     100% increase in    10% Voting         173,798,862        173,798,862        173,798,862
                     current Variable    Dilution
                     A
                     1,737,988,622       Funds raised        $1,477,290         $2,954,581        $5,909,161
                     Shares

                    The table has been prepared on the following assumptions:
                    (i)       The Company issues the maximum number of Equity Securities available under the 10% 
                              Placement Facility.
                    (ii)      No Convertible Securities (including any Convertible Securities issued under the 10% 
                              Placement Facility) are converted into Shares before the date of the issue of the 
                              Equity Securities;
                    (iii)     The 10% voting dilution reflects the aggregate percentage dilution against the issued 
                              share capital at the time of issue. This is why the voting dilution is shown in each
                              example as 10%.
                    (iv)      The table does not show an example of dilution that may be caused to a particular 
                              Shareholder by reason of placements under the 10% Placement Facility, based on that 
                              Shareholder's holding at the date of the Meeting.
                    (v)       The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, 
                              not under the
                              15% placement capacity under Listing Rule 7.1.
                    (vi)      The issue of Equity Securities under the 10% Placement Facility consists only of Shares. 
                              If the issue of Equity Securities includes Convertible Securities, it is assumed that 
                              those Convertible Securities are converted into Shares for the purpose of calculating the
                              voting dilution effect on existing Shareholders.
                    (vii)     The issue price is $0.017 being the closing price of Shares on the ASX on 22 October 2012.
          
          (e)       The Company will only issue the Equity Securities during the 10% Placement Period.
          
          (f)       The Company may seek to issue the Equity Securities for the following purposes:
                     
                     (i)       non-cash consideration in relation to costs associated with the acquisition of uranium 
                               assets and investments. In such circumstances the Company will provide a valuation of 
                               the non-cash consideration as required by Listing Rule 7.1A.3; or
                     
                     (ii)      cash consideration. In such circumstances, the Company intends to use the funds raised 
                               towards the continued exploration on the Company's existing uranium assets in Mauritania
                               and Guinea, West Africa.
          
          (g)       The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon
                    issue of any Equity Securities.
          (h)       The Company's allocation policy is dependent on the prevailing market conditions at the time of any
                    proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity 
                    Securities will be determined on a case-by-case basis having regard to the factors including but 
                    not limited to the following:
                    
                    (i)       the methods of raising funds that are available to the Company, including but not limited 
                              to, rights issue or other issue in which existing security holders can participate;
                    
                    (ii)      the effect of the issue of the Equity Securities on the control of the Company;
                    
                    (iii)     the financial situation and solvency of the Company; and
                    
                    (iv)      advice from corporate, financial and broking advisers (if applicable).
          
          (i)       The allottees under the 10% Placement Facility have not been determined as at the date of the Notice
                    but may include existing substantial Shareholders and/or new Shareholders who are not a related 
                    party or an associate of a related party of the Company.
          
          (a)       Further, if the Company is successful in acquiring new uranium assets or investments, it is possible
                    that the allottees under the 10% Placement Facility will be the vendors of the new assets or 
                    investments.
          
          (j)       The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.
          (k)       The approval obtained under Listing Rule 7.1A will cease to be valid in the event that holders of 
                    the Company's ordinary securities approve a transaction under Listing Rules 11.1.2 (a significant 
                    change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
          
          (l)       A voting exclusion statement is included in the Notice.
          
          (m)       At the date of the Notice, the Company has not approached any particular existing Shareholder or
                    security holder or an identifiable class of existing security holder to participate in the issue of
                    the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting 
                    exclusion in the Notice.


                                                  Schedule 1
                                                 - Definitions

In this Explanatory Memorandum and Notice:

"$" means Australian Dollars.

"10% Placement Facility" has the meaning given in Section 7.1.

"10% Placement Period" has the meaning given in Section 7.2(f).

"Annual  Report" means the Directors' Report, the Financial Report and Auditor's Report thereon, in  respect  to
the financial year ended 30 June 2012.

"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.

"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 this Meeting.

"Convertible Security" means a security of the Company which is convertible into Shares.

"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.

"Equity Security" has the same meaning as in the Listing Rules.

"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.

"GMT" means Greenwich Mean Time, being the time in London, United Kingdom.

"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 means this notice of annual general meeting.

"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.

"Schedule" means a schedule to the Notice.

"Section" means a section of the Explanatory Memorandum.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a shareholder of the Company.

"Strike" means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

"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):
................................................................................................................
...................


Number of Shares entitled to vote:
................................................................................................................
.........

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, and to the extent permitted by law, as the proxy
sees fit) at the Meeting to be held at 8.30am (Greenwich Mean Time) on Friday 30 November 2012 at Buchanan,  3rd
Floor, 107 Cheapside, London, EC2V 6DN, UNITED KINGDOM..

If  2  proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise  is  *
[          ]%  of  the Shareholder's votes*/ [         ] of the Shareholder's votes.  (An additional Proxy  Form
will be supplied by the Company, on request).

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

The Chairman intends to vote all available proxies in favour of Resolution 1.  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 Resolution 1, you will be authorising the Chairman to vote in accordance  with  the
Chairman's voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly  with  the
remuneration of a member of Key Management Personnel.

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 .

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. David Grannell as a Director                                     
                                                                                                    
Resolution 3    Re-election of Mr. James Leahy as a Director                                        
                                                                                                    
Resolution 4    Approval of 10% Placement Facility                                                  
                                                                                                    

*  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.
Authorised  signature/s        This section must be signed in accordance with the instructions below  to  enable
your voting instructions to be implemented.

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 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.

Contact Information

  • Forte Energy NL