LARK DISTILLING CO. LTD — AGM Information 2014

Oct 20, 2014

Montec International Limited ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

to be held at 12:00 noon AEDT on Friday 21 November 2014 at The York Conference and Function Centre 95-99 York Street NSW 2000

Shareholders who have elected not to receive a printed copy of the Company’s 2014 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 12:00 noon AEDT on Friday, 21 November 2014 at The York Conference and Function Centre, 95-99 York Street 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 2014.

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 2014, 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 Peter Herd

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

“That Mr Peter Herd, 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 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 3 in the notice of meeting.”

Resolution 4 Election of Mr Gary Mares

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

“That Mr Gary Mares, who was appointed a Director on 29[th] September 2014, retires in accordance with the Constitution and being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

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Montec International Limited ABN 62 104 600 544

Resolution 5 Ratification of Issue of Shares

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 31,800,000 fully paid ordinary shares issued on 28 May 2014 on the terms and conditions set out in the explanatory notes to resolution 5 in this notice of meeting.”

Resolution 6 Ratification of Issue of Shares

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 165,000,000 fully paid ordinary shares issued on 24 June 2014 on the terms and conditions set out in the explanatory notes to resolution 6 in this notice of meeting.”

Resolution 7 Ratification of Issue of Shares

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 80,608,783 fully paid ordinary shares issued on 30 September 2014 on the terms and conditions set out in the explanatory notes to resolution 7 in this notice of meeting.”

Resolution 8 Approval to issue Shares to Mr Terry Cuthbertson

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 264,997,733 fully paid ordinary shares to Mr Terry Cuthbertson or his nominee on the terms and conditions set out in the explanatory notes to resolution 8 in this notice of meeting.”

Resolution 9 Approval to issue Shares to Mr Peter Herd

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 401,096 fully paid ordinary shares to Mr Peter Herd or his nominee on the terms and conditions set out in the explanatory notes to resolution 9 in this notice of meeting.”

Resolution 10 Approval to issue Shares to Mr Gary Mares

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 1,637,260 fully paid ordinary shares to Mr Gary Mares or his nominee on the terms and conditions set out in the explanatory notes to resolution 10 in this notice of meeting.”

Resolution 11 Approval to issue Shares to Mr Terry Cuthbertson

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 18,000,000 fully paid ordinary shares to Mr Terry Cuthbertson or his nominee on the terms and conditions set out in the explanatory notes to resolution 11 in this notice of meeting.”

Resolution 12 Approval to issue Shares to Mr Peter Herd

“That for the purposes of Listing Rule 10.11 and all other purposes, approval be given to issue 400,000 fully paid ordinary shares to Mr Peter Herd or his nominee on the terms and conditions set out in the explanatory notes to resolution 12 in this notice of meeting.”

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Montec International Limited ABN 62 104 600 544

Resolution 13 Appointment of Auditor

MNSA Pty Limited (MNSA) have consented to act as auditors and they have been nominated by a shareholder.

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

“That MNSA are appointed auditors of the Company, details of which are set out in the explanatory notes to resolution 13 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 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 5 – Ratification of Issue of shares

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

The underwriters listed in Resolution 5 and any of their associates (within the meaning of the Corporations Act 2001).

Resolution 6 – Ratification of Issue of shares

The Company will disregard any votes cast on Resolution 6 by:

Odyssey Capital Pty Ltd and any of their associates (within the meaning of the Corporations Act 2001).

Resolution 7 – Ratification of Issue of shares

The Company will disregard any votes cast on Resolution 7 by:

the note holders being listed in Resolution 7 and any of their associates (within the meaning of the Corporations Act 2001).

Resolution 8 – Approval to issue Shares to Mr Terry Cuthbertson

The Company will disregard any votes cast on Resolution 8 by:

Terry Cuthbertson and any of his associates (within the meaning of the Corporations Act 2001).

Resolution 9 – Approval to issue Shares to Mr Peter Herd

The Company will disregard any votes cast on Resolution 9 by:

Peter Herd and any of his associates (within the meaning of the Corporations Act 2001).

Resolution 10 – Approval to issue Shares to Mr Gary Mares

The Company will disregard any votes cast on Resolution 10 by:

Gary Mares and any of his associates (within the meaning of the Corporations Act 2001).

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Montec International Limited ABN 62 104 600 544

Resolution 11 – Approval to issue Shares to Mr Terry Cuthbertson

The Company will disregard any votes cast on Resolution 11 by:

Terry Cuthbertson and any of his associates (within the meaning of the Corporations Act 2001).

Resolution 12 – Approval to issue Shares to Mr Peter Herd

The Company will disregard any votes cast on Resolution 12 by:

Peter Herd and any of his associates (within the meaning of the Corporations Act 2001).

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.

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 Friday, 21 November 2014. 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 14 November 2014.

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 2014.

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.

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Montec International Limited ABN 62 104 600 544

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 re-election. 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 Peter Herd

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

Mr Herd is a Director (Non-executive) Qualifications — Bachelor of Economic (Honours)

Experience — Previously General Manager of Dairy Farmers’ Milk and Beverage Division, previously Regional Director of Australasia for Coca-Cola South Pacific, Division President for Coca-Cola Far East in the Philippines and Country Manager for Hong Kong, Taiwan and Indonesia.

The Board supports the re-election of Mr Herd.

Resolution 3 – Re-election of Mr Terry Cuthbertson

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

Mr Cuthbertson is a Director (Non-Executive); Appointed Non-Executive Chairman from July 2004. Qualifications — Bachelor of Business, ACA

Experience — Non-Executive Chairman of Austpac Resources N.L., 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.

Directorships held in other listed entities — Mr Cuthbertson is Non-Executive Chairman of Austpac Resources N.L, My Net Fone Limited, South American Iron & Steel Corporation Limited, Chairman of Malachite Resources Limited, Non-Executive Director of Mint Wireless Limited and Isentric Limited (formally OMI Holdings Limited).

The Board supports the re-election of Mr Cuthbertson.

Resolution 4 – Election of Mr Gary Mares

Pursuant to Clause 8.2 of the Constitution Mr Mares will retire and seek election.

Mr Mares was appointed to the Board as a Director on 29 September 2014.

Qualifications — Fellow of The Institute of Chartered Accountants In Australia, Bachelor of Commerce, Registered Tax Agent.

Experience — Mr Mares has extensive public accounting, corporate governance and corporate services experience.

The Board supports the election of Mr Mares.

Resolution 5 – Ratification of issue of shares

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

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Montec International Limited ABN 62 104 600 544

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. Please note this explanation also refers to Resolutions 6 and 7.

During the financial year the Company made a Rights Issue of shares in order to take advantage of the opportunity to invest in Lark Distilleries. The Rights Issue was underwritten and the underwriters received their fee in the form of Ordinary fully paid shares in the Company.

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 28 May 2014 the Company issued 31,800,000 fully paid ordinary shares as consideration for underwriting fees in relation to the Rights Issue at $0.001 each in the capital of the Company to the underwriters below:

Noteholder	Number of Shares Issued
Sam Ayoub	200,000
Quentin Olde	1,000,000
Simone Selkirk	2,000,000
LKC Technology Pty Ltd	1,600,000
Karantzias Investment Trust	1,600,000
Manuel Meletis	600,000
Ellsar Pty Ltd	1,000,000
Stebrim Pty Ltd ATF SMAB Super Fund	2,000,000
Dr Stephen Thomas Prince and Dr Ellen Elizabeth Mc Girr	600,000
Mr Robert Peter Saville and Miss Melissa Kate Daville	600,000
Nebral Pty Ltd	2,000,000
La Herencia Pty Ltd	600,000
Mr Richard Frederick Lund and Mrs Marie-Rose Lund	600,000
Mr Malcolm Robert Wallace and Mrs Susan Marie Hoadley	600,000
Mr Kenneth Grant Robson and Mrs Sue Elizabeth Robson	600,000
Poppeta Pty Ltd	400,000
Dr John Francis Dowsett and Mrs Delia Ruth Dowsett	600,000
Lee Superfund Management Pty Limited	600,000
Russellan Pty Ltd	600,000
Dr Michael John Dodd and Mrs Anne_Louise Dodd	600,000
Mr Zivko Naprta and Mrs Bruna Vittoria Naprta	600,000
Mr Richard David Parnell, Mr Richard Peter Parnell and Mrs Samantha Anne Gall	400,000
Emeson Pty Limited	800,000
Dalbow Superannuation Pty Limited	1,000,000
Mr Timothy John Monger and Mrs Margaret Monger	2,000,000
Mr Geoffrey Hiller and Mrs Jacqueline Ann Hiller	600,000
D.Donohoe Pty Limited	600,000
Rene Sugo	5,000,000
Racs Smsf Pty Limited ATF Racs Super Fund Account	1,000,000
Miss Kat Suen	400,000
Andrew Teoh	1,000,000
Total Shares issued:	31,800,000

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Montec International Limited ABN 62 104 600 544

The Board recommends that Shareholders approve the past issue of Shares as proposed by Resolution 5.

Resolution 6 – Ratification of issue of shares

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 5 above.

On 24 June 2014 the Company issued to Odyssey Capital Pty Ltd 165,000,000 fully paid ordinary shares as consideration for adviser fees in relation to the Rights Issue at $0.001 each in the capital of the Company.

Resolution 7 – Ratification of issue of shares

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 5 above.

On 30 September 2014 the Company issued 80,608,783 ordinary shares as consideration for interest earned in relation to the convertible notes at $0.001 each in the capital of the Company to the noteholders below:

Noteholder	Number of Shares Issued
Sam Ayoub	371,507
Quentin Olde	1,742,466
Simone Selkirk	4,389,041
LKC Technology Pty Ltd	3,064,110
Karantzias Investment Trust	3,330,411
Manuel Meletis	1,459,726
Ellsar Pty Ltd	3,993,543
Stebrim Pty Ltd ATF SMAB Super Fund	4,536,986
Dr Stephen Thomas Prince and Dr Ellen Elizabeth Mc Girr	1,597,808
Mr Robert Peter Saville and Miss Melissa Kate Daville	1,607,671
Nebral Pty Ltd	5,490,411
Mr Richard Frederick Lund and Mrs Marie-Rose Lund	1,587,945
Mr Malcolm Robert Wallace and Mrs Susan Marie Hoadley	1,637,260
Mr Kenneth Grant Robson and Mrs Sue Elizabeth Robson	1,578,082
Poppeta Pty Ltd	1,058,630
Dr John Francis Dowsett and Mrs Delia Ruth Dowsett	1,538,630
Lee Superfund Management Pty Limited	1,607,671
Russellan Pty Ltd	1,607,671
Dr Michael John Dodd and Mrs Anne_Louise Dodd	1,587,945
Mr Zivko Naprta and Mrs Bruna Vittoria Naprta	1,607,671
Mr Richard David Parnell, Mr Richard Peter Parnell and Mrs Samantha Anne Gall	1,052,055
Emeson Pty Limited	1,998,904
Dalbow Superannuation Pty Limited	4,027,397
Mr Timothy John Monger and Mrs Margaret Monger	5,786,301
Mr Geoffrey Hiller and Mrs Jacqueline Ann Hiller	1,528,767
D.Donohoe Pty Limited	1,528,767
Rene Sugo	13,643,836
Racs Smsf Pty Limited ATF Racs Super Fund Account	4,368,667
Miss Kat Suen	677,260
Andrew Teoh	601,644
Total Shares issued:	80,608,783

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Montec International Limited ABN 62 104 600 544

Resolution 8 – Approval to issue Shares to Mr Terry Cuthbertson

Pursuant to Listing Rule 10.11 the Company may not issue securities to a Related Party without the prior approval of the shareholders. Resolution 8, 9, 10, 11 and 12 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. Please note this explanation also refers to Resolutions 9, 10, 11 and 12.

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 264,997,733 fully paid ordinary Shares to Mr Terry Cuthbertson or his nominee as consideration for interest earned in relation to the convertible notes.

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

a) Name of the person

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

b) Number of securities to be issued

317,973,075 fully paid ordinary shares are to be issued to Mr Terry Cuthbertson (or nominee).

c) Date of issue and allotment

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

d) Issue price and terms of issue

$0.001 per share

Resolution 9 – Approval to issue Shares to Mr Peter Herd

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 8 above.

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 401,096 fully paid ordinary Shares to Mr Peter Herd or his nominee as consideration for interest earned in relation to the convertible notes.

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

a) Name of the person

The Shares will be issued to Mr Peter Herd (or nominee).

b) Number of securities to be issued

401,096 fully paid ordinary shares are to be issued to Mr Peter Herd (or nominee).

c) Date of issue and allotment

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

d) Issue price and terms of issue

$0.001 per share

Resolution 10 – Approval to issue Shares to Mr Gary Mares

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 8 above.

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Montec International Limited ABN 62 104 600 544

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 1,637,260 fully paid ordinary Shares to Mr Gary Mares or his nominee as consideration for interest earned in relation to the convertible notes.

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

a) Name of the person

The Shares will be issued to Mr Gary Mares (or nominee).

b) Number of securities to be issued

1,637,260 fully paid ordinary shares are to be issued to Mr Gary Mares (or nominee).

c) Date of issue and allotment

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

d) Issue price and terms of issue

$0.001 per share

Resolution 11 – Approval to issue Shares to Mr Terry Cuthbertson

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 8 above.

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 18,000,000 fully paid ordinary Shares to Mr Terry Cuthbertson or his nominee as consideration for underwriting commission.

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

a) Name of the person

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

b) Number of securities to be issued

18,000,000 fully paid ordinary shares are to be issued to Mr Terry Cuthbertson (or nominee).

c) Date of issue and allotment

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

d) Issue price and terms of issue

$0.001 per share

Resolution 12 – Approval to issue Shares to Mr Peter Herd

Please refer to the general explanation of the reasons for putting this resolution under the notes to Resolution 8 above.

Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of 400,000 fully paid ordinary Shares to Mr Peter Herd or his nominee as consideration for underwriting commission.

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

a) Name of the person

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Montec International Limited ABN 62 104 600 544

The Shares will be issued to Mr Peter Herd (or nominee).

b) Number of securities to be issued

400,000 fully paid ordinary shares are to be issued to Mr Peter Herd (or nominee).

c) Date of issue and allotment

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

d) Issue price and terms of issue

$0.001 per fully paid ordinary share.

Resolution 13 – Appointment of Auditor

The Company’s Auditor, Grant Thornton, has resigned. Pursuant to section s327(3)b of the Corporations Act 2001, the Company must appoint an auditor to fill the vacancy. MNSA Pty Limited have consented to act as auditors of the company should they be appointed at this meeting. A copy of a nomination letter from a shareholder is attached.

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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, 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 Wednesday, 19 November 2014 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

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 of the meeting OR

PLEASE NOTE: Leave this box blank if you have selected the 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 York Conference and Function Centre, 95-99 York Street, Sydney NSW 2000, on Friday, 21 November 2014 at 12:00 noon 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 Resolutions 8 and 11 – 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 Resolutions 8 and 11 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 Resolutions 8 and 11, the Chairman of the Meeting will not cast your votes on Resolutions 8 and 11 and your votes will not be counted in computing the required majority if a poll is called on Resolutions 8 and 11. 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 Resolutions 8 and 11.

8 I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolutions 8 and 11 (except where I/we have indicated a 2 different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 8 and 11 are 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. Items of Business PLEASE NOTE hands or a poll and your votes will not be counted in computing the required majority. : If you mark the : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of

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

		For	Against	Abstain
Resolution 1	Adoption of the Remuneration Report
Resolution 2	Re-election of Mr Peter Herd
Resolution 3	Re-election of Mr Terry Cuthbertson
Resolution 4	Election of Mr Gary Mares
Resolution 5	Ratification of Issue of Shares
Resolution 6	Ratification of Issue of Shares
Resolution 7	Ratification of Issue of Shares
Resolution 8	Approval to issue Shares to Mr Terry Cuthbertson
Resolution 9	Approval to issue Shares to Mr Peter Herd
Resolution 10	Approval to issue Shares to Mr Gary Mares
Resolution 11	Approval to issue Shares to Mr Terry Cuthbertson
Resolution 12	Approval to issue Shares to Mr Peter Herd
Resolution 13	Appointment of Auditor
The Chairman of the	Meetingintends to vote all availableproxies 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 1300 134 875.