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LARK DISTILLING CO. LTD AGM Information 2009

Oct 22, 2009

65265_rns_2009-10-22_25330b61-d6df-4c10-83b7-85949067f732.pdf

AGM Information

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 2.00 pm on Wednesday 25 November 2009 at the offices of Grant Thornton Level 17 383 Kent Street Sydney NSW 2000

Registered Office: Level 9 20 Hunter Street GPO Box 4231 SYDNEY NSW 2001 Telephone (02) 9252 1933 Facsimile (02) 9235 2709

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 Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW, 2000 on Wednesday 25 November 2009 at 2.00 pm.

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 2009.

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 2009

Resolution 1 Remuneration Report (non-binding)

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 Directors’ Report of the Company, for the year ended 30 June 2009 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

Re-Election of Directors

Resolution 2 Re-election of Mr Terry Cuthbertson To consider, and if thought fit, pass the following ordinary resolution: “That Mr Terry Cuthbertson retires by rotation in accordance with Clause 5.1 of the Company’s Constitution and being eligible, offers himself for re-election, be reelected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

Resolution 3 Re-election of Mr James Manny To consider, and if thought fit, pass the following ordinary resolution: “That Mr James Manny retires by rotation in accordance with Clause 5.1 of the Company’s Constitution and being eligible, offers himself for re-election, be reelected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

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Special Business

Resolution 4 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 25 November 2009 details of which are set out in the explanatory notes to Resolution 4 in the notice of meeting.”

BY ORDER OF THE BOARD

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N J V Geddes

Company Secretary

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

VOTING EXCLUSION STATEMENT:

The Company will disregard any votes cast on Resolution 4 by

  • Any Director or any of their associates.

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 if it is 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 2009. 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 includes senior managers) of the Company. The Remuneration Report can be located in the Company's Annual Report on pages 12 to 15.

Resolution 2 – Re-Election of Mr Terry Cuthbertson (Chairman)

Pursuant to the Constitution Mr Cuthbertson will retire by rotation and seeks re-election.

Mr Terry Cuthbertson has advised Chinese businesses and government organisations in relation to mergers, acquisitions and financing and has a network of contacts in China, including businesses in the Chinese dairy and retail sectors.

Mr Cuthbertson is a director of Austpac Resources N.L. and Open Telecommunication Limited and is a former Partner, KPMG Corporate Finance and NSW Partner in Charge of Mergers and Acquisitions, where he co-ordinated government privatisation, mergers, acquisitions and divestiture activities and public offerings on the Australian Stock Exchange for the New South Wales practice.

Mr Cuthbertson is the former Group Finance Director of Tech Pacific Holding Limited, which was the largest information technology distributor in Asia with a turnover in 1999 of AUS$2 billion and was a Director for Tech Pacific Holdings Limited's businesses in China, Hong Kong, Singapore, India, Philippines, Indonesia and Thailand.

The Board supports the re-election of Mr Cuthbertson.

Resolution 3 – Re-Election of Mr James Manny (Non-Executive Director)

Pursuant to the Constitution Mr Manny will retire by rotation and seeks re-election.

Mr Manny has extensive experience in the financial sector, initially in treasury at Chase AMP and global markets for Deutsche Bank AG in Sydney. He has been responsible for several business disciplines including, treasury, IPO project management and capital raising. Mr Manny is currently Managing Director of the Credit New Holland Group Limited (which holds an Australian Financial Services Licence) and International Concert Attractions Limited.

The Board supports the re-election of Mr Manny.

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Resolution 4 – 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

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 2009 annual general meeting, those securities will be outside the 15% restriction contained in Rule 7.1.

If Resolution 4 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 exercised before their expiry date will automatically lapse.

The exercise price of the Options issued will be 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.

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 20,800,000 options have been issued under the Executive Option Plan to date (1,010,000 options were effectively approved at the time of listing.

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MONTEC INTERNATIONAL LIMITED ABN 62 104 600 544

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.

  2. 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.

  3. A proxy need not be a member of the Company.

  4. 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.

  5. 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 9, 20 Hunter Street, Sydney NSW 2000 Mailing address : GPO Box 4231, Sydney NSW 2001

Fax: (02) 9235 2709

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.

  2. For the purposes of the Annual General Meeting, persons on the register of members as at close of business on Monday 23 November 2009 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.

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PROXY FORM

MONTEC INTERNATIONAL LIMITED

ABN 62 104 600 544

I/We........................................................................................................................................

Of........................................................................................................................................... (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 [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 Wednesday 25 November 2009 commencing at 2.00 pm 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.

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C Business

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For Against Abstain
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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 – Approval to exempt from Listing Rule 7.1 Options issued under the Executive Option Plan

D If Appointing a Second Proxy

State here the percentage of your voting rights Or

% Or Number

the number of shares applicable to this Form

E Insert your daytime telephone number

(S T D )

F Signature(s)

Date

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

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.

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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.

A. 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)/Date

This Form must be signed and dated 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 9, 20 Hunter Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9235 2709. 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.

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