LARK DISTILLING CO. LTD — AGM Information 2004

Oct 14, 2004

MONTEC INTERNATIONAL LIMITED

ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 10.00am on Friday 19 November 2004 at the office of Deacons Level 8 1 Alfred Street Sydney NSW 2000

Registered Office: Level 5 255 George Street GPO Box 4231 SYDNEY NSW 2001 Telephone (02) 9252 1933 Facsimile (02) 9252 2487

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MONTEC INTERNATIONAL LIMITED

ABN 62 104 600 544

NOTICE OF MEETING

The Annual General Meeting ("the Meeting") of Montec International Limited ("the Company") will be held at the offices of Deacons Level 8, 1 Alfred Street, Sydney, NSW, 2000 on Friday 19 November 2004 at 10.00am.

ORDINARY BUSINESS

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2004.

No resolution is required to be considered by members under the Corporations Act or the Company's Constitution.

Re-Election of Directors

Resolution 1 To consider, and if thought fit, pass the following ordinary resolution:

"That Dr Xuegin Du, who was appointed a Director in 2003, retires in accordance with Clause 8.2 of the Company's Constitution and being eligible, offers herself for re-election".

Resolution 2 To consider, and if thought fit, pass the following ordinary resolution:

"That Mr Terry Cuthbertson, who was appointed a Director in 2003, retires in accordance with Clause 8.2 of the Company's Constitution and being eligible, offers himself for re-election".

Resolution 3 To consider, and if thought fit, pass the following ordinary resolution:

"That Mr Peter J Herd who was appointed a Director in 2003, retires in accordance with Clause 8.2 of the Company's Constitution and being eligible, offers himself for re-election".

Appointment of Auditors

Resolution 4 Messrs Grant Thornton were appointed auditors shortly after the incorporation of the Company. The Corporations Law (s327(2)) provides that the auditors shall hold office until the first Annual General Meeting of the company.

Messrs Grant Thornton have consented to act as auditors and they have been nominated by the directors.

To consider, and if thought fit, pass the following ordinary resolution:

"That Grant Thornton be appointed auditors of the Company."

SPECIAL BUSINESS

Resolution 5 Approval for share issues for purposes of ASX Listing Rule 7.4 To consider, and if thought fit pass, the following resolution:

"That, in accordance with ASX Listing Rule 7.4, the Company approves for the purposes of ASX Listing Rule 7.1, the agreement to issue the fully paid ordinary shares in the capital of the Company, details of which are set out in the Explanatory Notes to resolution 5 in the notice of meeting."

Dated 6 October 2004

BY ORDER OF THE BOARD

N J V Geddes Company Secretary

Voting Exclusions

Resolution 5

The company will disregard any votes cast on Resolution 5 by:

• Michael See, or any associate of that person (within the meaning of the Corporations Act 2001): or
• Any of the allottees of the placement made on 5 October 2004 as set out in the schedule on page 3, or any associate of those Companies (within the meaning of the Corporations Act $2001$ ).

However, the entity need 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 person chairing the meeting as proxy for a person $\bullet$ who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Notes

• 1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member's behalf. If the member is entitled to cast two or more votes at the meeting. the member may appoint not more than two proxies to attend and vote on the member's behalf.
• 1. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member's votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.
• 1. A proxy need not be a member of the Company.
• 1. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member's attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation's common seal (if any) or under the hand of its attorney or officer duly authorised.
• 1. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Montec International Limited C/- Australian Company Secretaries Pty Ltd Street address: Level 5, 255 George Street, Sydney NSW 2000 Mailing address: GPO Box 4231, Sydney NSW 2001

Fax: (02) 9252 2487

provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon at the meeting to do so.

• 1. A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.
• 1. For the purposes of the Annual General Meeting, persons on the register of members as at close of business on Wednesday 17 November 2004 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

EXPLANATORY INFORMATION WITH RESPECT TO SPECIAL BUSINESS

Explanatory Notes to Resolution 5 - Ratification of share issues for purposes of ASX Listing Rules

As a result of the placement of 7,700,000 ordinary shares at \$0.50 per share on 5 October 2004 and the issue of 20,000 shares to a former employee for nil consideration, pursuant to a contractual obligation, the Company has issued 7,720,000 fully paid Ordinary shares since it listed on ASX on 12 November 2003.

ASX Listing rule 7.1 imposes a cap on the number of shares that a company may issue within a 12 month period without Shareholder approval. The cap is 15% of the Company's capital at the beginning of the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1.

The issue of the aforementioned shares did not breach any Listing Rules.

In order to restore the Company's 15% placement capacity, it is proposed that the Shareholders ratify the aforementioned issue of ordinary shares. Ratification provides the Company with flexibility in capital management and allows the Company to make further share issues.

The Directors believe that it is in the interests of Montec to be able to issue further shares.

Accordingly, Resolution 5, if passed, will provide for the following issues of fully paid ordinary shares in the capital of the Company to be approved for the purpose of ASX Listing Rule 7.1:

Person to whom shares were issued	Number of shares	Purpose/Use of funds
Westpac Custodian Nominees Limited	1,500,000	Working capital
Invia Custodian Pty Ltd	2,200,000	Working capital
JP Morgan Nominees Australia Limited	500,000	Working capital
Acorn Capital Ltd	460,000	Working capital
Acorn Capital Ltd	860,000	Working capital
Acorn Capital Ltd	340,000	Working capital
Acorn Capital Ltd < Qantas>	1,020,000	Working capital
Acorn Capital Ltd	300,000	Working capital
Acorn Capital Ltd	520,000	Working capital
Michael See	20,000	Staff entitlement
TOTAL	7,720,000

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PROXY FORM
MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544
I/We (PLEASE PRINT NAME)
01
(ADDRESS) being a member/members of Montec International Limited
Appoint А (PLEASE PRINT NAME)
or failing the person so named (or if no person is named) the Chairman of the Meeting [if appointing the Chairman see B below] as proxy to vote in accordance with the following directions (or if no directions have been given as the proxy or the Chairman sees fit) at the Annual General Meeting of members of Montec International Limited to be held on Friday 19 November 2004 commencing at 10.00am and at any adjournment.
Exercise of Proxy by Chairman В For undirected proxies, the Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.
Business С	For	Against	Abstain
Resolution 1 - Re-election of Dr Xueqin Du
Resolution 2 - Re-election of Mr Terry Cuthbertson
Resolution 3 – Re-election of Mr Peter J Herd
Resolution 4 - Appoint Grant Thornton auditors
Resolution 5 - Refresh capital raising ability
If Appointing a Second Proxy D
State here the percentage of your voting rights			%
Or		Or	Number
the number of shares applicable to this Form
Insert your daytime telephone number Е	(STD)
Signature(s) F

Note: For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting.

MONTEC INTERNATIONAL LIMITED

ABN 62 104 600 544

INSTRUCTION FOR COMPLETION OF PROXY FORM

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the Company must receive the completed Proxy Form not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

А. Appoint

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

$B.$ Exercise of Proxy by Chairman

For undirected proxies, Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking the box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

$C.$ Business

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The vote will be invalid if a mark is made against more than one box for a particular item or if the total shareholding shown in "For", "Against" and "Abstain" boxes is more than your total shareholding on the share register.

D. If Appointing a Second Proxy

A member is entitled to appoint up to two persons (whether members or not) to attend the Meeting as proxies and vote. If you wish to appoint two proxies please photocopy your proxy form or obtain another proxy form by calling the Company Secretary on (02) 9252 1933. Both Forms should be completed with the nominated percentage of your voting rights or number of shares on each Form. If you do not specify the nominated percentage of your voting rights or number of shares, each of the proxies may exercise half of the votes. Please return these Proxy Forms together.

E. Insert your daytime telephone number

This is required in case we need to contact you.

F. Signature(s)

This Form must be signed by the member. If the member is an Australian corporation, the Form must be executed in accordance with section 127 of the Corporations Act or by an attorney. If a person who is not the registered shareholder signs this Form then the relevant authority must either have been exhibited previously to the Company or be enclosed with this Form.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 5, 255 George Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9252 2487. To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting. If you require further information on how to complete the Proxy Form, telephone the Company Secretary on (02) 9252 1933.