LARK DISTILLING CO. LTD — AGM Information 2011

Oct 23, 2011

Montec International Limited ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 12.00 noon on Thursday 24 November 2011 at the offices of Grant Thornton Level 17 383 Kent Street Sydney NSW 2000

Shareholders who have elected not to receive a printed copy of the Company’s 2011 Annual Report may obtain a copy from the Company’s - website www.montec international.com.au under investor relations.

Registered Office: C/- Australian Company Secretaries Pty Ltd GPO Box 4231 Level 3 70 Pitt Street SYDNEY NSW 2001

Telephone +61 1300 134 875 Facsimile +61 (02) 9233 4497

Montec International Limited ABN 62 104 600 544

Notice is hereby given that the Annual General Meeting (“the Meeting”) of Montec International Limited (“the Company”) will be held at 12.00 noon on Thursday 24 November 2011 at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW 2000.

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 2011.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Resolution 1 Adoption of Remuneration Report

To consider and if thought fit pass the following non-binding 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 2011 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

- This resolution is advisory only and does not bind the Company or the directors. - When reviewing the Company’s remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting.

- If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election.

Resolution 2 Re-election of Mr Terry Cuthbertson

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

“That Mr Terry Cuthbertson, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected 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 Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

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

“That, in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 46,459,360 shares, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

BY ORDER OF THE BOARD

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N J V Geddes

Company Secretary

Montec International Limited ABN 62 104 600 544

VOTING EXCLUSIONS

In accordance with the Corporations Act 2001 and the Australian Securities Exchange Listing Rules, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 1:

By:

• a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• b) A closely related party of such a member.

However, a person described above may cast a vote on the resolution if:

• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

Resolution 3:

By:

• a) Trandara Pty Ltd;

• b) Nebral Pty Ltd; and

• c) Any of their associates (within the meaning of the Corporations Act 2001).

However, the entity need not disregard a vote on Resolution 3 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 who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY NOTES

This Explanatory Memorandum had been prepared for the shareholders of Montec International Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Thursday 24 November 2011.

If appropriate, and if time permits, the Chairman will discuss key issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other matters that shareholders would like to raise at the Meeting.

Shareholders will also be able to ask questions of Grant Thornton, Montec International Limited’s external auditor.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor.

If you have an issue or question that you would like discussed at the Meeting, or would like to submit a written question to Grant Thornton before the Meeting, please send your issue or question to the Company Secretary Nick Geddes at ngeddes@austcosec.com.au .

Montec International Limited ABN 62 104 600 544

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 2011.

The Remuneration Report is a distinct section of the annual Directors’ Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 6 to 9.

The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election. The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

Any undirected proxies held by the chairman of the meeting, other directors or other Key Management Personnel or any of their closely related parties (as that term is defined in the Corporations Act 2001, which include certain of their family members, dependents and companies they control) will not be voted in respect of Resolution 1 (Adoption of Remuneration Report) unless you direct the chairman of the meeting (only) to vote your proxy by marking box 2 on the proxy form.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of Remuneration Report) by marking either “For”, “Against” or “Abstain” on the proxy form for that item of business.

Resolution 2 – Re-election of Mr Terry Cuthbertson

Pursuant to the Clause 5.1 of the Constitution and ASX Listing Rules, Mr Cuthbertson will retire by rotation and seeks re-election.

Mr Terry Cuthbertson	Mr Terry Cuthbertson	Mr Terry Cuthbertson	— Director (Non-Executive); Appointed Non-Executive Chairman	— Director (Non-Executive); Appointed Non-Executive Chairman
				from July 2004.
Qualifications				— Bachelor of Business, ACA
Experience				— Non-Executive Chairman of Austpac Resources N.L., S2 Net
				Limited, My Net Fone Limited, Sun Biomedical Limited, Mint
				Wireless Limited, South American Iron & Steel Corporation
				Limited, previously a Partner of KPMG and Director of KPMG
				Corporate Finance and NSW Partner in Charge of Mergers
				and Acquisitions, Group Finance Director of Tech Pacific
				Holdings Pty Ltd which generated over $2 billion in revenues
				from operations throughout the Asia-Pacific Region.
Interest	in	Shares	and	— 7,951,352 ordinary shares of Montec International Limited.
Options
Special Responsibilities				— Mr Cuthbertson is the Company’s Chairman and member of
				the Audit Committee and Nomination and Remuneration
				Committee.
Directorships		held in other		— Mr Cuthbertson is Non-Executive Chairman of Austpac
listed entities		in past 3 years		Resources N.L, My Net Fone Limited, Mint Wireless Limited,
				South American Iron & Steel Corporation Limited and
				Chairman of Sun Biomedical Limited and PMI Holdings
				Limited.

The Board supports the re-election of Mr Cuthbertson.

Montec International Limited ABN 62 104 600 544

Resolution 3 - Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

ASX Listing Rule 7.1 imposes a cap on the number of securities that a company may issue within 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 issues of the shares described below did not breach any Listing Rules and shareholder ratification to those issues is now sought.

In order to restore the Company’s capacity to issue shares, it is proposed that the Members ratify the issue of ordinary shares as detailed below. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital or other purposes as required.

On 21 February 2011 the Company issued 46,459,360 ordinary shares at $0.0015 each in the capital of the Company to Trandara Pty Ltd and Nebral Pty Ltd (23,229,680 shares each).

The shares were issued pari passu to existing ordinary shares and the funds raised from the issue were employed for working capital.

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, fax or email to:

Montec International Limited C/- Australian Company Secretaries Pty Ltd Street address : Level 3, 70 Pitt Street Sydney NSW 2000 Mailing address : GPO Box 4231 Sydney NSW 2001

Fax: +61 (02) 9233 4497 Email: proxy@austcosec.com.au

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

1. A corporate shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Montec International Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm on Tuesday 22 November 2011 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.

Montec International Limited ABN 62 104 600 544

Proxy Form

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Please mark x to indicate your directions
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I/We........................................................................................................................................................................................................

(PLEASE PRINT NAME) Of...........................................................................................................................................................................................................

(ADDRESS) being a Member/Members of Montec International Limited

APPOINT OF PROXY

The Chair 1 of the meeting OR 

PLEASE NOTE: Leave this box blank if you have selected the Chair of the meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the meeting, 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 direction have been given, as the proxy sees fit) at the Annual General Meeting of Montec International Limited to be held at the at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney NSW 2000, on Thursday 24 November 2011 at 12.00pm A.E.S.T. and at any adjournment of that meeting.

Important for Resolution 1 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking box 2 below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 1 as set out below and in the Notice of Meeting. If you do not mark box 2 below, and you have not directed your proxy how to vote on Resolution 1, the Chairman of the Meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on Resolution 1. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 1.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

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2

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 1 is connected directly or indirectly with the remuneration of key management personnel and even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

If you wish to direct your proxy how to vote, please place a mark in the appropriate box below. BUSINESS PLEASE NOTE : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-election of Mr Terry Cuthbertson Resolution 3 Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGNATURE OF SECURITYHOLDER(S) This section must be completed.

Individual or Securityholder 1 Sole Director and Sole Company Secretary	Securityholder 2 Director	Securityholder 3
		Director/Company Secretary

/ /

Contact Name

Contact Daytime Telephone

Date

Montec International Limited ABN 62 104 600 544

INSTRUCTIONS 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.

APPOINT OF PROXY

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.

Exercise of Proxy by Chairman

For undirected proxies, the Chairman intends to vote in favour of each resolution, and by appointing the Chairman as your proxy 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

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each on the proxy form.

SIGNATURE OF SECURITYHOLDER(S)

Signing Instructions to ensure your proxy is validly executed

Individual: Where the holding is one name, the shareholder must sign.

Joint Holding: Where the holding is more than one name, all of the shareholders should sign.

Power of Attorney: Please attach a certified photocopy of the Power of Attorney to the proxy form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting .

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from the Company Secretary.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 3, 70 Pitt Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on +61 (02) 9233 4497 or emailed to proxy@austcosec.com.au . 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 +61 1300 134 875.