Forte Energy NL
LSE : FTE

October 30, 2013 03:00 ET

Notice of AGM

                                                     - 1 -

                                                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.


Contact Information

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