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Forte Energy NL
ACN 009 087 852
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at the Melbourne Hotel, 942 Hay Street, Perth, Western
Australia on 29 November 2013 at 9:00am (WST).
The Notice of Annual General Meeting 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
+61 8 9322 4071
Shareholders are urged to attend or vote by lodging the proxy form attached to the 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 the Melbourne Hotel, 942 Hay Street, Perth, Western Australia on Friday 29 November 2013 at 9:00am
(WST) (Meeting or AGM).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The
Explanatory Memorandum and the Proxy Form form part of the 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
27 November 2013 at 5:00pm (WST).
Terms and abbreviations used in the Notice 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 2013, which includes the Financial Report, the Directors' Report and the Auditor's Report.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as an advisory resolution the
following:
"That the Remuneration Report be adopted by the Shareholders on the terms and
conditions in the Explanatory Memorandum."
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 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.
3. Resolution 2 - Re-election of Director - Mr Glenn Featherby
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
"That Mr Glenn Featherby, who retires in accordance with rule 9.1(e) of the
Constitution and, being eligible, offers himself for re-election, be re-elected as a
Director."
BY ORDER OF THE BOARD
Murray Wylie
Company Secretary
Dated 30 October 2013
FORTE ENERGY NL
ACN 009 087 852
EXPLANATORY MEMORANDUM
1. Introduction
The 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 the Melbourne Hotel, 942 Hay
Street, Perth, Western Australia on Friday, 29 November 2013 at 9:00am (WST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The
Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in deciding
how to vote on the Resolutions:
Section 2: Action to be taken by Shareholders
Section 3: Annual Report
Section 4: Resolution 1 - Adoption of Remuneration Report
Section 5: Resolution 2 - Re-election of Director - Mr Glenn Featherby
Schedule 1: Definitions
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice including the 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:
(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, 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 CREST - Depositary Interests
Holders of depositary interests (DI) are invited to attend the Meeting but are not entitled to
vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must
complete, sign and return the Form of Instruction enclosed with this Notice to the Company's
agent, Computershare UK, no later than 3pm London Time on Tuesday 26th November 2013. Holders of
Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting
service in accordance with the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST sponsor or voting service
provider, who will be able to take appropriate action on their behalf.
In order for instructions made using the CREST voting service to be valid, the appropriate CREST
message (a "CREST Voting Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information required for such instructions, as
described in the CREST Manual (available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be transmitted so as to be received by the
Company's agent (3RA50) no later than 3 pm p.m. UK time 26th November 2013. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST
Voting Instruction by the CREST applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.
Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations will therefore apply in
relation to the transmission of CREST Voting Instructions. It is the responsibility of the
Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST
personal member or sponsored member or has appointed a voting service provider, to procure that
the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure
that a CREST Voting Instruction is transmitted by means of the CREST voting service by any
particular time. In this connection,
Depositary Interest holders and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)
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 Resolution 1 if the vote is not cast on
behalf of a person who is excluded from voting on Resolution 1, and:
(a) the person is appointed as proxy by writing 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 a 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 2013.
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 content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by 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 5 business days before the Meeting to the Company Secretary at the
Company's registered office.
4. Resolution 1 - Adoption of 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 2012 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 2014 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 advisory 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 Director - Mr Glenn Featherby
In accordance with Listing Rule 14.4, a Director must not hold office (without re-election) past
the third annual general meeting following the Director's appointment, or 3 years, whichever is
longer.
Rule 9.1(e) of the Constitution requires that one third of the Directors, excluding any Managing
Director or other Director appointed since the last annual general meeting, must retire at each
annual general meeting (rounded down to the nearest whole number).
Rule 9.1(h) of the Constitution provides that a Director who retires under that rule 9.1(e) is
eligible for re-election.
Resolution 2 provides that Mr Glenn Featherby retires by rotation and seeks re-election.
Details of the qualifications and experience of Mr Featherby are included in the Annual Report.
The Board (excluding Mr Featherby) recommends that Shareholders vote in favour of Resolution 2.
Resolution 2 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour of Resolution 2.
Schedule 1- Definitions
In the Notice, words importing the singular include the plural and vice versa.
$ means Australian Dollars.
Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the
year ended 30 June 2013.
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.
Chairman means the person appointed to chair the Meeting.
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 for
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).
Listing Rules means the listing rules of ASX.
Meeting or AGM has the meaning given in the introductory paragraph of the Notice.
Notice 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 referred to in the 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.
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 GPO Box 2870 +61 8 9322 4073
1292 Hay Street West Perth WA 6872
West Perth WA 6005
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
I/we being Shareholder/s of the Company hereby appoint:
The Chairman (mark OR if you are NOT appointing the Chairman as your
box) proxy, please write the name of the person 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 to be held at the Melbourne Hotel, 942 Hay Street, Perth, Western Australia on Friday 29
November 2013 at 9:00 am (WST), 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).
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.
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 Adoption of Remuneration Report
Resolution 2 Re-election of Director - Mr Glenn Featherby
The Chairman of the Meeting intends to vote all available proxies in favour of each Resolution.
Authorised signature/s
This section must be signed in accordance with the instructions below 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
1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable
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.
To direct your proxy how to vote on the Resolutions mark the appropriate box with an 'X'. To abstain from
voting on a Resolution, select the relevant 'Abstain' box. A vote withheld is not a vote in law, which
means that the vote will not be counted in the calculation of votes for or against the Resolution. If no
voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your
proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is
put before the Meeting.
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 by facsimile transmission at the office of
the Company at Suite 3, Level 3, 1292 Hay Street, West Perth WA 6005, or by post to GPO Box 2870, West
Perth WA 6872, or facsimile (08) 9322 4073 if faxed from within Australia or +61 8 9322 4073 if faxed from
outside Australia), not less than 48 hours prior to the time of commencement of the Meeting.