LARK DISTILLING CO. LTD — AGM Information 2013

Oct 27, 2013

Montec International Limited ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 3:00pm on Thursday 28 November 2013 at York Conference and Function Centre Level 2, 99 York Street Sydney NSW 2000

Shareholders who have elected not to receive a printed copy of the Company’s 2013 - Annual Report may obtain a copy from the Company’s website www.montec international.com.au under “Investors”.

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

Telephone +61 2 9239 0277 Facsimile +61 2 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 3:00pm on Thursday, 28 November 2013 at York Conference and Function Centre, Level 2, 99 York 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 2013.

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 2013, 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 David Yu

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

“That Mr David Yu, 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 Convertible Note Issue

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 20 Convertible Notes issued on 17 October 2013 on the terms and conditions set out in the explanatory notes to resolution 3 in this notice of meeting.”

Resolution 4 Approval to issue Convertible Notes to Mr Terry Cuthbertson

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 5 Convertible Notes to Mr Terry Cuthbertson on the terms and conditions set out in the explanatory notes to resolution 4 in this 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

The Company will disregard any votes cast on:

Resolution 1 - Adoption of Remuneration Report

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;

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

• The vote is cast by the Chairman, as the nominated proxy for a person who is permitted to vote, with express authorisation given to the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.

Resolution 3 – Ratification of Convertible Note Issue

The Company will disregard any votes cast on Resolution 3 by:

• a) A person who participated in the issue; and

• b) An associate of a person who participated in the issue.

However, the Company 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 of 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 the direction of the proxy form to vote as the proxy decides.

Resolution 4 – Issue of Convertible Notes to Mr Terry Cuthbertson

The Company will disregard any votes cast on Resolution 4 by:

• a) A person who is to receive securities in relation to the Company; and

• b) An associate of that person (or those persons).

However, the Company 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 who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Montec International Limited ABN 62 104 600 544

EXPLANATORY NOTES

This Explanatory Memorandum has 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, 28 November 2013. Shareholders are encouraged to read this document in full.

With the exception of Resolution 1, the other resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.

If appropriate and if time permits, the Chairman will discuss significant 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.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor, Grant Thornton, 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 would like to submit a written question to Grant Thornton before the Meeting on any of the foregoing matters, please send your question to the Company Secretary, Nick Geddes, at ngeddes@austcosec.com.au before 21 November 2013.

If you have a more general issue or question that you would like discussed at the Meeting, please write to the Company Secretary, Nick Geddes, at the above address.

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

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 2013.

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 4 to 7.

The resolution is advisory only and does not bind the Company or its directors. However the Board will consider the outcome of the vote and comments made by shareholders at the meeting on the remuneration report 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 reelection. The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not directed the Chairman how to vote on Resolution 1 by signing and returning the Proxy Form, the Shareholder is considered to have provided an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2 – Re-election of Mr David Yu

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

Mr Yu has established several businesses in Australia to complement business interests in China in the areas of finance, travel and retail.

Montec International Limited ABN 62 104 600 544

Mr Yu is the key relationship holder with local business in Guangdong Province, including dairy companies, and integral to China business development.

The Board supports the re-election of Mr Yu.

Resolution 3 – Ratification of Convertible Note Issue

Approval is sought pursuant to ASX Listing Rule 7.4 for the past issue of 20 Unsecured Convertible Notes ( Notes ) issued on 17 October 2013 to the entities outlined in these explanatory notes. Such approval will enable the Company to refresh its ability to issue further securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

Listing Rule 7

Subject to a number of exceptions, Listing Rule 7.1 limits the number of securities that the Company can issue without shareholder approval in any 12 month period to 15% of its issued securities.

ASX Listing Rule 7.4 allows for shareholders to retrospectively approve an issue of securities, provided that the issue was not in breach of ASX Listing Rule 7.1. The issue of the Notes considered by Resolution 3 did not breach ASX Listing Rule 7.1. Shareholders are being asked to approve the issue of the Notes in accordance with ASX Listing Rule 7.4.

If the Notes issued on 17 October 2013 are treated as having been issued with shareholder approval pursuant to ASX Listing Rule 7.4, the Company’s capacity to issue further securities is restored.

Issue of Notes

The Company provides the following information in relation to the issue of the Notes:

a) Number of securities

The number of securities for which shareholder approval is being sought is 20 Convertible Notes.

b) Date of Issue

The Notes were issued on 17 October 2013.

c) Consideration

The Notes were issues at an issue price of $10,000 per Note.

d) Terms of the securities issued

Each Note may be converted into ordinary shares in the capital of the Company at the election of the Noteholder.

Each Noteholder has agreed to enter into a sub-underwriting agreement on standard commercial terms in respect of a capital raising that the Company may conduct in the future. As part of the sub-underwriting terms, each Noteholder has agreed to convert its Notes into shares upon completion of the associated capital raising. The conversion price of the Notes will be the same price as the issue price of the shares offered pursuant to the capital raising.

The Company may, at any time prior to the maturity date:

• i) elect to convert the Notes into ordinary shares. The conversion price shall be 80% of the Company’s shares over the 30 days immediately prior to the conversion date; or

• ii) elect to redeem all of the Notes which have not been converted by repaying the Noteholder the issue price and all accrued interest.

Montec International Limited ABN 62 104 600 544

Unless converted or redeemed earlier, the Notes will be redeemed by the Company on the six month anniversary of the convertible note agreement. The Company has the discretion to extend this date by a further three months.

Noteholders are entitled to interest at 12% per annum (or 15% per annum if the maturity date is extended by three months) payable quarterly in arrears.

If the Notes are converted into ordinary shares in the capital of the Company, the resulting ordinary shares will rank equally in all respects with the Company’s then existing fully paid ordinary shares.

e) Names of the allottees

The Notes were issued to the entities set out in the table below:

Noteholder	Number of Notes Issued
The Trustees of the Acorn Personal Super Account	5
Dalbow Superannuation Pty Limited Super Fund A/C>	5
RACS SMSF Pty Limited	10
Total Notes issued:	20

f) Use of funds raised

The funds raised have and are being used primarily to fund working capital requirements.

g) Recommendation

The Board recommends that Shareholders approve the past issue of Notes as proposed by Resolution 3.

Resolution 4 – Issue of Convertible Notes to Mr Terry Cuthbertson

ASX Listing Rule 10.11

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 5 Convertible Notes to Mr Terry Cuthbertson (or nominee).

Pursuant to Listing Rule 10.11 the Company may not issue securities to a related party without the prior approval of the shareholders. Resolution 4 seeks shareholder approval in accordance with ASX Listing Rule 10.11. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Issue of Convertible Notes

The following information is provided in accordance with ASX Listing Rule 10.13.

a) Name of the person

The Convertible Notes will be issued to Mr Terry Cuthbertson (or nominee).

b) Number of securities to be issued

5 Notes are to be issued to Mr Terry Cuthbertson (or nominee).

c) Maximum number of securities to be issued upon exercise Convertible Notes

Each Note may be converted into ordinary shares in the capital of the Company at the election of the Noteholder.

Montec International Limited ABN 62 104 600 544

Mr Cuthbertson has agreed to enter into a sub-underwriting agreement on standard commercial terms in respect of a capital raising that the Company may conduct in the future. As part of the sub-underwriting terms, Mr Cuthbertson has agreed to convert his Notes into shares upon completion of the associated capital raising. The conversion price of the Notes will be the same price as the issue price of the shares offered pursuant to the capital raising.

In addition, the Company may at any time prior to the maturity date, elect to convert the Notes into ordinary shares. The conversion price shall be 80% of the Company’s shares over the 30 days immediately prior to the conversion date.

d) Date of issue and allotment

Subject to obtaining shareholder approval, the Company will issue and allot the Convertible Notes within one month of the date of the meeting.

e) Issue price and terms of issue

The Convertible Notes will be issued at an issue price of $10,000 per Note.

Each Note may be converted into ordinary shares in the capital of the Company at the election of Mr Cuthbertson.

Mr Cuthbertson has agreed to enter into a sub-underwriting agreement on standard commercial terms in respect of a capital raising that the Company may conduct in the future. As part of the sub-underwriting terms, Mr Cuthbertson has agreed to convert his Notes into shares upon completion of the associated capital raising. The conversion price of the Notes will be the same price as the issue price of the shares offered pursuant to the capital raising.

The Company may, at any time prior to the maturity date:

• (i) elect to convert the Notes into ordinary shares. The conversion price shall be 80% of the Company’s shares over the 30 days immediately prior to the conversion date; or

• (ii) elect to redeem all of the Notes which have not been converted by repaying Mr Cuthbertson the issue price and all accrued interest.

Unless converted or redeemed earlier, the Notes will be redeemed by the Company on the six month anniversary of the convertible note agreement. The Company has the discretion to extend this date by a further three months.

Mr Cuthbertson is entitled to interest at 12% per annum (or 15% per annum if the maturity date is extended by three months) payable quarterly in arrears.

If the Notes are converted into ordinary shares in the capital of the Company, the resulting ordinary shares will rank equally in all respects with the Company’s then existing fully paid ordinary shares.

f) Intended use of the funds raised

Any funds raised from the issue of the Convertible Notes will be applied towards the Company’s working capital requirements.

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 AEDT on Tuesday, 26 November 2013 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

Please mark x to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We........................................................................................................................................................................................................ (PLEASE PRINT NAME) Of........................................................................................................................................................................................................... (ADDRESS) being a Member/Members of Montec International Limited hereby appoint The Chairman PLEASE NOTE: Leave this box blank if you have selected the of the meeting OR Chairman 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 Chairman 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 directions have been given and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Montec International Limited to be held at the at York Conference and Function Centre, Level 2, 99 York Street, Sydney NSW 2000, on Thursday, 28 November 2013 at 3:00pm AEDT and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

If the Chairman of the Meeting is (or becomes) your proxy, you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box next to the resolution below.

Important for Resolution 4 – 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 4 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 4, the Chairman of the Meeting will not cast your votes on Resolution 4 and your votes will not be counted in computing the required majority if a poll is called on Resolution 4. 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 4.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 4 (except where I/we have indicated 2 a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 4 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.

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 Items of Business 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 David Yu Resolution 3 Ratification of Convertible Note Issue Resolution 4 Approval to issue Convertible Notes to Mr Terry Cuthbertson 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 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director 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 1300 134 875.