LARK DISTILLING CO. LTD — AGM Information 2006

Oct 26, 2006

ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 3.00pm on Wednesday 29 November 2006 at the offices of Deacons Level 8 1 Alfred Street Circular Quay 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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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, Circular Quay, Sydney, NSW, 2000 on Wednesday, 29 November 2006 at 3.00pm.

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 2006.

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

Adoption of the Remuneration Report for the year ended 30 June 2006 (Refer pages 13 to 16 of the Company's Annual Report)

Resolution 1 To consider and put to a non-binding vote the following resolution:

"That the Remuneration Report required by section 300A of the Corporations Act. as contained in the Director's Report of the Company, for the year ended 30 June 2006 be adopted."

Re-Election of Directors

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

"That Mr Terry Cuthbertson, who retires in accordance with Clause 5.1 of the Constitution and being eligible offers himself for re-election, be re-elected as a Director of the Company."

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

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

Issue of Options

Resolution 4 To consider, and if thought fit, pass the following ordinary resolution:

"That the issue of 700,000 options at a nil issue price and a \$0.50 exercise price to Dr Xuegin Du pursuant to the Executive Option Plan be approved."

Special Business

Resolution 5 Approval to exempt from Listing Rule 7.1 Options issued under the Executive Option Plan in accordance with Exception 9 of Listing Rule 7.2

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

"That, for the purposes of ASX Listing Rule 7.2, the Company approves, as an exception to the 15% limit in Listing Rule 7.1, the issue from time to time of options to subscribe for ordinary shares in the Company to employees and directors under the Executive Option Plan during the three year period commencing from 29 November 2006."

Dated 25^th October 2006

BY ORDER OF THE BOARD

N J V Geddes Company Secretary

ABN 62 104 600 544

VOTING EXCLUSIONS:

Resolution 4

The Company will disregard any votes cast on resolution 4 by

Dr Du or any of her associates.

However, the Company need not disregard a vote of Dr Xuegin Du or her associates on resolution 4 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form, or cast by the person chairing the meeting 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.

Resolution 5

The Company will disregard any votes cast on resolution 5 by

Any Director or any of their associates.

However, the Company need not disregard votes by any Director or their associates on resolution 5 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form, or cast by the person chairing the meeting 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.

EXPLANATORY NOTES:

Resolution 1 - Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2006. At the meeting there will be a reasonable opportunity for discussion of the report.

The Remuneration Report is a distinct section of the annual Directors' Report which deals with the remuneration of Directors and executives (which include senior managers) of the Company. The Remuneration Report can be located in the Company's Annual Report on pages 13 to 16.

Resolution 4 - Issue of Options to Dr Xueqin Du

The Board is recommending that Members approve the grant of a total of 700,000 options over fully paid ordinary shares in the capital of the Company to Dr Xuegin Du, an executive director of the Company.

The proposed grant is in respect of 700,000 options granted on 28 July 2005 and if made will comprise a component of Dr Du's remuneration. Remunerating senior manager's in this manner reduces the cash cost to the Company and aligns the reward to senior management with those to shareholders. The options are exercisable at an exercise price of \$0.50 (fifty cents) per share.

As Dr Du is a Director of the Company, ASX Listing Rule 10.11 requires shareholder approval for the proposed issue of the options. If shareholder approval is given under Listing Rule 10.11, shareholder approval is not required under Listing Rule 7.1.

No funds will be raised by the issue of the options to Dr Du.

The terms of the options are as follows:

• The Company has granted Dr Du 700,000 options dated 28 July 2005 ("Issue Date") subject to shareholder approval:
• The options will be exercisable at any time before 30 June 2008;

ABN 62 104 600 544

• The Options may not be assigned or transferred:
• The Options will be issued within one month of this resolution being passed.

The Directors recognise the need to retain key staff and recommend that the Members approve the issuing of these options to the Dr Du.

Resolution 5 - Approval to Exempt from Listing Rule 7.1 Options issued under the Executive Option Plan

Australian Stock Exchange ('ASX') Listing Rule 7.1 prohibits a listed company from issuing or agreeing to issue new securities representing more than 15% of its total ordinary shares during the following 12 month period without shareholder approval.

Exception 9, Listing Rule 7.2, provides that shares or options issued under an employee incentive scheme (e.g. the Executive Option Plan) are excluded from this restriction provided that, within three years before the date of issue, the scheme, and specifically issues of securities under it, has been approved by shareholders in general meeting.

The Company seeks to have options issued under the current Executive Option plan excluded from the 15% limit.

This exception allows the Board flexibility to issue further ordinary shares (or options) up to the full 15% limit and without regard to shares (or options) issued under a properly exempted plan, but remains subject to other exceptions to the limit, such as bonus or rights issues.

Provided that the Company's shareholders approve the potential issue of shares and options under the Employee Share Option Plan for three years after the 2006 annual general meeting, those securities will be outside the 15% restriction contained in Rule 7.1.

The Board has indicated in the Company's Annual Report the potential for an issue of ordinary shares. Shareholder approval to Resolution 5 will give the Board the flexibility afforded by the exception to the 15% rule available under the ASX Listing Rules. The Board can then use this flexibility and use up to 15% of the issued capital excluding options issued under the Executive Option Plan for future capital raising or to fund acquisitions.

If Resolution 5 is not passed, the Board will continue to use the Executive Option Plan however securities issued under this plan will count towards the 15% restriction.

The following is a summary of the principal terms of the Executive Option Plan:

At the discretion of the Board, options to subscribe for Shares may be granted to employees and directors of the Company and its Related Bodies Corporate for nil consideration. The maximum number of Options that may be granted at any time under the Executive Option Plan when aggregated with the number of Shares which would be issued if each outstanding offer under an employee or executive share or option scheme of the Company were accepted and all Shares issued under the plan and any other employee option or share plan (including as a result of the exercise of Options) during the previous 5 years (disregarding any offer or issue that did not need disclosure to investors because of section 708 of the Corporations Act) is the number equivalent to 5% of the total number of Shares on issue in the capital of the Company.

The Board may, in its absolute discretion, impose performance hurdles on the exercise of the Options issued under the plan, in which case the Options to which the performance criteria apply may only be exercised if those performance criteria are achieved before the Options lapse.

Each Option entitles the holder on payment of an exercise price to subscribe for one ordinary Share in the capital of the Company (subject to reconstructions and bonus issues). The Options will not be listed and are not transferable.

Options issued under the plan will lapse at 5,00pm on the date 3 years after the date on which they are granted, or on the date the holder ceases to be an employee of the Company or related company (whichever is earlier), or on such date as the Board determines. Options not exercise before their expiry date will automatically lapse.

The exercise price of the Options issued will be the greater of \$0.50 and the average closing market price of the Shares on ASX over the 5 trading days, prior to the date of the issue of the Options.

ABN 62 104 600 544

Shares issued upon exercise of the Options will rank equally in all respects with the Company's then existing fully paid ordinary shares.

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new offers of capital offered to shareholder during the currency of the Options.

A total of 2,588,000 options have been issued under the Executive Option Plan to date (1,010,000) options were effectively approved at the time of listing).

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 3.00pm on Monday 27 November 2006 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.

PROXY FORM

MONTEC INTERNATIONAL LIMITED

ABN 62 104 600 544

		1/We. (PLEASE PRINT NAME)
		0f (ADDRESS)
		being a member/members of Montec International Limited
A	Appoint	--------------------------------------

--------------------------------------(PLEASE PRINT NAME)

or failing the person so named (or if no person is named) the Chairman of the Meeting iff 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 Wednesday 29 November 2006 commencing at 3.00pm and at any adjournment.

B Exercise of Proxy by Chairman

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. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

С	Business	For	Against	Abstain
	Resolution 1 - Adoption of the Remuneration Report
	Resolution 2 - Re-election of Mr Terry Cuthbertson
	Resolution 3 - Re-election of Mr James Manny
	Resolution 4 - Issue of Options to Dr Xueqin Du
	Resolution 5 - Approval to exempt from Listing Rule 7.1 Options issued under the Executive Option Plan
D	If Appointing a Second Proxy
Or	State here the percentage of your voting rights		Or	%
	the number of shares applicable to this Form			Number
E	Insert your daytime telephone number	(ST D)
F	Signature(s)
	en la 10 2	LEE OLELELELEL (OLE MELL IT)

Signatures if Corporate Shareholder (See Note F) Executed in accordance with section 127 of the Corporations Act
Director/Sole Director sign and print name
Director/Secretary sign and print name

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.

$\mathbf{B}$ . 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.

$\mathbf{C}$ . 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 reaister.

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.