FORTE ENERGY NL This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 4071
Notice is hereby given that the annual general meeting of shareholders of Forte Energy NL ('Company') will be held at Minespace, Level 1, 1292 Hay Street, West Perth, Western Australia on Friday, 27 November 2015 at 10.30am (WST) ('Meeting').
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 25 November 2015 at 10.30am (WST).
Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.
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ANNUAL REPORT
To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.
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RESOLUTION 1 - RE-ELECTION OF DAVID GRANNELL AS DIRECTOR
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That, pursuant to and in accordance with article 9.1(e) of the Constitution and for all other purposes, Mr David Grannell, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'
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RESOLUTION 2 - ISSUE OF OPTIONS TO DIRECTOR - GLENN FEATHERBY
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That subject to the passing of Resolution 5, for the purposes of section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 125,876,684 Options to Mr Glenn Featherby (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'
Voting ExclusionThe Company will disregard any votes cast on this Resolution by Mr Glenn Featherby and any of his associates.
The Company will not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(a) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and
the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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RESOLUTION 3 - ISSUE OF OPTIONS TO DIRECTOR - DAVID GRANNELL
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That subject to the passing of Resolution 5, for the purposes of section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 127,728,751 Options to Mr David Grannell (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'
Voting ExclusionThe Company will disregard any votes cast on this Resolution by Mr David Grannell and any of his associates.
The Company will not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and
the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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RESOLUTION 4 - ISSUE OF OPTIONS TO FORMER DIRECTOR - JAMES LEAHY
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
'That subject to the passing of Resolution 5, for the purposes of section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 183,333,333 Options to Mr James Leahy (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'
Voting ExclusionThe Company will disregard any votes cast on this Resolution by Mr James Leahy and any of his associates.
The Company will not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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.
the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and
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